Ben10&VampirexTitans
by Kamen Rider ZER0
Summary: This is my first non Toku Fic primarily a Ben10 fic, that crosses with the two mentioned shows above, Ben is given a new Ultimatrix as an Alt ending to Ultimate Alien and now all sorts of events lead to a new team and situation. Some weirder than others.
1. Metings and new begings

Here is a new Fic called Ben10+VampirexTitans and as it says its a three way cross now its Ben10 meets Rosario+Vampire, meets Teen Titans, This first chapter is about Ben meeting his new team mates of Starfire Cyborg and Raven. BB and the Boy wonder will come in a later Ch after were already in the Rosario+Vampire world. Ben and his team will go to Yokai academy shortly after this. So Disclaimer all three shows belong not to me but there respective owners.

* * *

In the parking lot of a restaurant a young man with brown hair and emerald green eyes sat on the hood of his car, he wore a green leather jacket with a 10 on it over a black shirt, a pair of jeans and sneakers. on his left wrist he had a large Green Watch like device the watch face had symbol that looked like a green hour glass. His name was Ben Tennyson 16 year old hero of the universe. He was currently drinking a smoothie made of carrot and chocolate?

"Good as ever." he said drinking his strange beverage. then behind him a small blue light materialized a little figure behind him.

"Ben Tennyson." he said, getting his attention.

"Azmuth?" he asked confused looking at the small Galvan.

"Yes I am here to talk to you." he said, "You see I have been watching use the frail copy of my Omnitrix and have realized it is not good enough for you, now don't let that go to your head." he joked. "I have figured the the boy who saved the world several times should have a more perfect copy So I took it upon my self to make you this." he said as he summoned some strange Omnitrix core. He then pulled the core out of Ben's Ultimatrix and put his new one in it. "there we go." he sighed as it was done, the next thing to happen the Watch glowed black and green like it was Upgrade, it then thinned out to become form fitting, and less bulky. It now covered his hole forearm with a fingerless glove look and became black in color with Green neon tubes around it, set just behind his wrist was the circular dial of the new Ultimatrix.

"Wow a new Omnitrix?" Ben asked in shock and aw.

"No a new Ultimatrix I figured that Albedo's idea was a good one but his creation was pathetic, so I made a new one, it now has a link to my home combat simulation computer, a more reliable power source with solar quick charge. And it can make any and all of your forms into a Ultimate form." he explained. "Its ready for use now but refrain form going into an Ultimate form till the charge is ready. Which should be a few hours to tomorrow." he warned. "I also added a new trick, its a boost option that can give you an energy boost to your form, but it will only last for a max of two minutes. And will shorten you transformation time."

"Wow Azmuth thank you this means a lot to me." he said, in total thanks to the creator of the Omnitrix. "So out of curiosity what would happen if I went Ultimate right now?"

"Simple it will reset and you roster of transformations will most likely reset. And you will have a new set of Aliens." he answered.

"Okay well should be easy enough today's seems like a quit day." he said not knowing what would happen.

* * *

A space ship was flying threw space, just pass Earth. Inside said large ship several Lizard like Aliens where walking down a hall with many different Aliens all inside of prison like cells. The Lizard man where Blue in color with fins all over there body and all had black and gold helmets as well as carrying gold trident spears. They walked into a room with several more like them, the whole time some thing that sounded like screaming and loud banging on metal could be heard inside of a locked metal door.

"The door will hold?" one of the Lizard men asked, his comrade.

"It has to." he replied

"The Alien will be delivered on schedule. Lord Trogon has commanded it." another said, as he got ready should the door fail.

"And if this thing gets out?" another of the four asked.

"Then zorg help us all." he answered

At that moment the glass window on the door cracked as a pair of green eyes flashed. The four Alien Lizard guards then backed away in fear. And the next moment with one last scream the Door flew off its hinges and fell to the floor with a loud crash. The smoke from the crash should the pair of green eyes stalking closer to them. It then revealed a girl with the appearance of a young and beautiful Human girl with long red hair was dressed in a purple body suit with a black tank top, skirt and thigh high boots over it She had a head piece that rested on her forehead and went down the side of her face with a M like look. She also had armor on her shoulders and her arms where covered in large cuffs that covered her entire forearms, and hands.

She was speaking in a alien language that could not be understood. She then went and slammed her cuffed arms into one of the guards face sending him flying into a wall. She then knocked back two other guards. The last Guard came in and tried to slam his spear but she blocked it with her cuffs breaking his weapon, shocking him for a short time. Taking advantage of his confusion she jumped up and delivered a tornado kick to his face. Sending him into a control pad on the wall activating the alarm.

"Esqa Rou!" she hissed as the alarm's went off. She then burst a hole in the ship and escaped into space with out need for a space suit. She then made her way towards a planet. A large Blue one with several landmasses.

* * *

Back on Earth a man was running down an ally, with a crow bar and a bag full of money. He was running until he came to a stop at the end of the ally. "hah that was easy." he said until a strand of web took the bag from his hand. "Hey!" he shouted as another one took his crowbar. He then looked to see a figure standing on a fire escape. "Who are you?"

The figure then jumped down, he revealed a Blue and black furred monkey creature, with four eyes and arms, his blue and black striped tail had a set of spinnerets at the end, on his chest he had a silver circle with a glowing green hourglass shape. "Spidermonkey!" he called in a high-pitched voice.

* * *

**Spidermonkey** is an Arachnichimp, from the planet Arachna. As the name suggests, Arachnichimps are six-limbed monkey-like aliens, with four eyes and blue fur, that live in villages built unto tree canopies to evade the numerous predators that live on the ground below. Possessing superhuman agility and able to latch to any surface, Spidermonkey can shot webbing from his tail, though he can get tangled by its own web. There skill in hand to hand combat is very impressive using there agility to there advantage with alien martial arts skill. There known to be mischievous in nature but kind non the less.

* * *

"Didn't your mother ever tell you, you shouldn't steal from others?" he joked as he jumped at him he tried to punch him but he rolled over his fist and then delivered a ax kick to his skull that made him stumble back, Spidermonkey then punched him square in the jaw, he then spun a round and delivered a reverse round house to hit his face again. He then finished it with an uppercut that knocked him out cold. "Monkey just made a fool of the mugger." he joked to him self. "Ah no fun when your on your own. Man why did Kevin and Gwen have to leave on a job to deep space the weekend when I got the new Ultimatrix. I wanted to rub it in Kevin's face that Azmuth gave me and upgraded Ultimatrix." he joked as then covered the thief in a web straight jacket. And hung him by a light pole. "Now you wait here like a good bank robber and let the cops come take you to jail." he said as he jumped off. He then landed near the restaurant where his car was parked. Right in front of Mr. Smoothies.

He then landed in front of his car and changed back to his human form with a green flash of light. "Ah now as a reward for stopping the bad guy another smoothie, Maybe Mango Blueberry, or Lamb Sardine." he said, wanting one of the strange flavors he eats often. He then noticed a light flash over him then a green light crashed into the ground no more the several hundred feet away. "Well there went my night." Ben said as he raised up his new Ultimatrix. He then popped up the faceplate and the hologram of Spidermonkey appeared, "No lets try someone with more oomph." he said as he shifted through his transformations as he ran to the crash site.

Green smoke pored out of the crater as the girl from before came out muttering something in her alien language. She looked around and saw all the people gathering around her. She started to yell in her alien language and looking at everyone with her cuffed arms in the air. On person then accidentally flashed his camera making her mad. "RAH!" she screamed as she smashed her hand into the ground making a small crater. She then proceeded to smashe everything from benches, cars, street lights, and buildings. She then started smashing it into a steal beam of a building.

"Hey angry girl!" a ruff almost technological voice said as she turned around to see a crystal fist connect to her face sending her skidding back across the floor. She looked up to see who hit her. "Lets see if you can beat Chromastone!" he said pumping his arms. He was tall and slender with a body made of purple stone with his lower arms made of Magenta crystal. He's Cycloptic with a green eye and more crystals around his body. Mainly on his back and two on his chest, and one on the top of his head. He had the Ultimatrix symbol on his chest.

* * *

**Chromastone** is a Crystalsapien. Chromastone is Cyclops alien made of an extremely durable crystal, and has several shards of magenta crystals. He is almost indestructible with his crystal skin; has great strength and an ability to fly; he is able to absorb kinds of energy like a conductor and channel it into ultraviolet laser blasts or less-intense natural light, he can also allow it to pass harmlessly through his body via refraction, or can be blasted back at the foe; he can seemingly produce blasts without having to absorb energy, though it may be due to absorption of radiant energy like sunlight, or streetlamps or just ambient energy; however he is unable to absorb energy when not expecting it or is too weak to do so. Chromastone, is the sole Crystalsapien, in the universe.

* * *

The girl then rushed him and tried to smash him with her arms, but he dodged to the left and then punched her again making her tumble back. He then jumped back and fired a multi colored beam from his eye at her making an explosion that sent her flying back but she landed on her feet next to a car, unnoticed by both they where being watched from the shadows by a figure in a blue cloak with a hood covering there face. The alien girl then kicked up the car next to her and kicked it at Chromastone. He then ducked under the car as it slammed into a building. "Wow! Stronger than she looks." He said as she charged at him and slammed her arms into his face making a dent in the ends of the cuffs and sent him flying back. But Chromastone flipped around and skidded to a stop. She then came in to slam her arms into him but he fired another blast from his eye that sent her back. "Nice try girly." he said as he charged and punched her in the gut then he spun around and delivered another punch to her face that sent her into a car.

"Hope he's covered against psycho Alien chicks?" Chromastone joked. She then got up and cracked her neck.

"Zouta." she said in a language he didn't know.

"Excuse me if that's a curse word in you language watch it lady I got a reputation to up hold" But he was caught by surprise when she slammed her cuffs into his face several times making more dents she then kicked him in the gut but her foot took more damage she then slammed her fist into his head and finished it with one more hit that sent him flying into a building.

"Well that hurt." he said as he rubbed what would be his chin. He then noticed that she some how picked up a city bus with her cuffed hands and decided to toss it at him. "Uh-oh!" he said as he braced for impact as she lobbed the gas guzzling bus at him. But a figure got in between him and the bus catching it. He was a tall muscular man with a dark gray hoody and sweat pants, dark shoes, and black gloves. From what could be seen of his face under his hood, he was African American, his right eye was solid red while his other eye was normal and blue.

"Hey who's messing up me neighborhood?" he asked in a angry voice.

"Hey she started it by smashing it up." Chromastone quipped as he got up next to him. "Thanks." he said as he got ready to face the girl as she got closer. She then slammed her hands down on the ground making a tremor that shook the two. The upper parts of her cuffs then fell off revealing her hands but her arms where still stuck together. She then put her arms up and charged green energy in them and fired it at the two making a large explosion where they stood. But the two she aimed at ran around as to dodge more of her shots that cause a lot of collateral damage to the area. Many buildings where burning. After some time she slumped down tired her hands smoking from her volley of energy.

Chromastone and the man stood behind a bus to catch there breath. "Girls goanna wreck the whole city." he said next to Chromastone.

"We can't let that happen not to rope you into this but were the only ones at the moment that could stop her. Further more I don't think my transformation will last much longer." he said, "I'll have to wait no can't my power isn't enough for that yet."

"What?" he asked as he looked around.

"At the moment a bad idea that could get us killed if it fails so lets try and fight fire with fire." he said as his arms glowed. "Ready?"

"Pretty much." he said as he was ready to run. They did so only to face more shots that Chromastone absorbed. As they ran. "Nice trick." he said.

"Thanks." he said as he aimed his hand at her, only for a large wall of black energy to appear in front of him. "What in the world?" Chromastone said.

"Maybe fighting is the wrong course of action." a female voce said. They both turned around to see a short girl in a dark blue hooded robe looking at them, not much could be seen of her as her robe covered her entirely showing only her feet and her lower jaw.

"Well that be a good idea if she weren't smashing my town." The man said.

"He has a point and you have a point lets try the ladies idea first." Chromastone said as he slammed down his Ultimatrix. In a flash of light he became a creature that was pure black, with green circuitry lines. He had one eye in the center of his blob like head. "Upgrade!" he said.

* * *

**Upgrade** is a Galvanic Mechomorph. created by the Galvans from Galvan Prime's moon, Galvan B. Originally an uninhabited moon, Galvan scientists were mining the resource-rich world for its raw materials, but accidentally misused an experimental self-replicating nanotechnology, which bonded with Galvan B's minerals and imbued the fertile ground with sentient consciousness. Because of their make up, Galvanic Mechomorphs can reshape their bodies at will, the ability ranging from evading physical contact to forming simple constructs and offshoots. The Galvan Mechomorphs' primary ability is to merge with any technological object, advancing it and usually in control of it if the machine has low artificial intelligence. The only weaknesses they have are electricity and any form of metal corrosive. Another downside is that a Galvanic Mechomorph cannot bond with pure organic life forms, thus Ben's transformation is incomplete in terms of his voice remaining the same, aside from the more computerized tone behind it.

* * *

Upgrade then walked up to her. She raised her hand up at him in anger but, he put his hand up to show her he meant no harm. "Wow, wow." he said, "I'm not here to fight I'm here to try and make peace." he said putting his oversized hands up in a V shaped peace sign. She only put her hands up to his face making his one eye bug out and look bigger. "Wow I said I'm here to fight anymore." he said waving his hand. She put them down slowly seeing him panic. He then put his hands to the lock and his hands mixed with them making it open up, and fall down with a loud clank. He then reverted back to his normal appearance of Ben in a flash of light that shocked her. "Now look I'm sorry for attacking you. My name is Ben Tennyson." he said as she was massaging her wrists. "I was hopping we cou-" he said cut off after she pulled Ben into a kiss making the boy blush bright red, she then pushed him away after a minute.

"If you wish to keep your life then don't follow me." she warned in English shocking Ben.

"Ah…" he said still in shock as she then flew away.

"Well girl sure knows how to make an impression." the man said as he watched.

"I'll say." Ben said as he got up and dusted him self off. "Any way my name is Ben and again thanks for the help." he said going up to him. "What happened to that girl with the cloak?"

"Don't know later." he said.

"Hey wait how did you do that are you part Alien?" Ben asked trying to get to know the guy who saved him earlier.

"No." he said as he walked of Ben then followed.

"Hey hold on you want to hang-" he started but then ran into him with a metallic clank.

He then pulled down his hood to show his face the right side of his face was blue with circuits and his right cheek bone was covered with metal under his red eye and he had metal on his chin. The rest of his head looked more or less normal. "There take a good long look. I had an accident and now I'm a monster a cyborg." he said annoyed.

"Cool." Ben said in a child like tone. "So your like this awesome but kicking cyborg guy."

"You're a weird dude you know that?" he said sarcastically.

"Yeah I know." Ben said as he scratched the back of his head.

"So this doesn't bother you?" he asked him.

"No not really I'm a freaky monster most of the time any way." he joked. "Come with the job of being able to turn into over a million aliens." he said.

"A million aliens?" he said as he looked at his left arm.

"Yeah I can use my watch here to turn into any of the Aliens I've unlocked." he said. "Its really cool. Plus you seem more normal than other people I've met."

It was then that the two noticed a large shadow over them blocking out the moon light, making it even darker.

"Oh man!" Ben said as he slapped his forehead. "If its not on thing its another."

"Looks like Alien chick has friends." the cyborg man said.

"Or enemies." Ben said.

The ship then flew over to a large lake with a small island and dropped a pod over it. It then made a hologram of one of the Lizard aliens only his helmet had larger horns. "People of Earth, we come to you planet hunting an escaped prisoner. A very dangerous prisoner. Do not interfere and we will leave you city with only minimal damage. But if you attempt to assist her you destruction will be absolute." he finished as his hologram vanished and the pod opened to show a large army of Lizard men like him, they all then flew out into the city, with there fin like wings.

"That's a big ship." Cyborg said.

"That's a lot of Aliens." Ben said more serious.

"They told us not to interfere." the girl in the hood said coming out of no where making Ben freak out and jump into the Cyborg man's arms. He then dropped Ben down.

"Your still going after her aren't you?" Ben's new Cyborg friend asked.

"Yup but I could use some one who is big strong and know his way around computers." he said looking at the Cyborg who grinned. "And I suppose a girl who know her way around magic." he joked at the girl who also smirked as Ben and The Cyborg started to walk away. "What's wrong?" he asked.

"I'm not the hero type. Trust me if you knew what I really am you wouldn't want me around." she said as she turned the other way.

Ben then put his hand on her shoulder. "Lets see you helped me you seem nice I think I know enough." he smirked. "I'm Ben." he said.

"Raven." she replied.

"Just call me Cyborg." Cyborg said.

* * *

The Lizard Aliens where scouring the city messing up buildings and blowing up stuff in there way unaware of Ben and his new friends. Lurking around searching for the same person. The new trio where looking in a ally to see if they could find her.

"Okay we need some way to track…" Ben started.

"She's near." Raven said. Earning strange stares from the two. Making a bead of sweat appear on her head. "I can sense tings."

"There's a sonic analyzer built into my arm, if she's around I'll hear it." Cyborg said showing his arm that was made of white metal with the same blue circuits. He then pressed a button on it making it open up slightly, "I can hear her heart beet." he said as it showed the beet on a screen on his arm. They then ran off in the right direction.

After that short run they found themselves at a video store with a hole burned into it. Sure enough she was inside and at the food section of the store, with a hungry look on her face. She licked her lips looking at the food. She then started to scarf down the food.

"You know they taste better with out the wrapper." Ben said behind her. She then turned around and charged two green energy spheres in her hands. "Wow its okay where friends remember." he said as him and his new friends where freaked out.

"Friend? Why for what purpose did you free me?" she asked as she walked up closer to them.

"Just trying to be nice." he said, scarred a little.

"Nice?" she asked him. "We do not have this word on my planet. Closest is Rutha, weak." she said glaring at them.

"Well here nice means nice and if you want us to keep being nice you better tell us why the lizard king took you prisoner." Cyborg said to her.

"Not prisoner." she said as her eyes faded to normal with her white having a green tint. "I am prize. The Gordanians, deliver me to the citadel to live out my days as there servant." she explained as she looked down.

"And the citadel is?" Raven asked.

"Not nice." she answered looking back up.

"Then you won't, not while I'm here." Ben said. "I'm a member of the intergalactic peace force the Plumbers dumb name but I can't change that. I'm Ben Tennyson hero of the universe the one who beat Vilgax, and stopped the Highbreed." he explained pride in his words.

"Ben Tennyson?" she asked as is she knew his name. "The Ben Tennyson."

"Is there any other?" he joked.

"You seem confident." Cyborg said.

It was then the wall exploded and several Lizard Aliens were seen outside. "Seize her!" there leader said, as the four got ready to go and attack.

"Hero time!" Ben shouted as he slammed his Ultimatrix. In a flash of light Ben was transformed into a large Dinosaur Alien the resembled a Brontosaurus, with brown scaly skin he had a square face and a tail swishing behind him. "Humungousaur!" he roared.

* * *

**Humungousaur** is a Vaxasaurian from the planet Terradino. Humungousaur is a 12 feet tall humanoid Dinosaur-like alien, and Ben's current favorite alien; he possesses a great strength and a thick layer of skin that provides vast resistance to injury; he also has the power to increase his own body size and mass growing up to 60 feet in height, his strength increases as he grows, and his dinosaur features become more pronounced, growing Stegosaurus-like plates on his back, a crest from his forehead, and spikes on his tail; Humungousaur also has proven to be durable enough to survive in space for at least a few minutes.

* * *

"Wow." Raven said as Humungousaur smashed at the Lizard men.

"A Vaxasaurian impossible." one of them said only to have a metal fist meet his face.

"Hah!" The Cyborg man said as he punched his way through them all. The Alien girl did the same while the girl in a cloak fire out black energy at them making them all fly back. The wall exploded as the Alien girl flew out with some of the lizard Aliens following her. She fired her energy blasts at them making them all fall but one got the drop on her and slammed her into the ground making a small crater.

He then landed above her with his spear pointed at her. But he was hit by one of his team mates courtesy of Humungousaur. She smirked at the Dino-Alien, as he punched out more of the Aliens. She then fired at one who tried to sneak up on Humungousaur, while Cyborg was busy with one who he was grappling with.

He was then tripped by the lizards tail, and fell back he was then fired out but dodged several of them until he was bombarded by an endless stream of them. His close where now torn and revealed, his robotic armor. He then punched one breaking through his spear and he then tossed him into a group of them. He was fired at by more shots until Humungousaur got in-between him and the shots, his size growing to its max as spikes and more armor appeared on his body. He then roared at them.

"Come on that all you got?" he asked, as he pulled out a street light and slammed it into a group of them. Making them all fall. Then others where all blasted by energy blasts or knocked out by a controlled street light by either Humungousaur or Raven. They all got tired of it and made a break for it.

"I believe you expression is thanks." the Alien girl said as Humungousaur flashed back to Ben.

"Ah man my suit." Cyborg said as he looked at the tattered close.

"Its not that bad." Ben said.

"Thanks but I don't think a guy that turns into Alien monsters can give me fashion advice." Cyborg said.

"Hey just trying to help." Ben replied. "But either way this isn't over not by a long shot."

"Trogon will strike harder." the alien girl said. "It is only a matter of time…" she started but the large Hologram came back.

"Fools! The Earth scum where warned. Your insolence will not be unpunished. Your city will be destroyed!" he said as his ship flew over the city. It then lowered a large gun, at the town.

"Great." Raven said.

"So know after destroying the most of down town and a perfectly good video store now the large Gecko want to blow us to kingdom come!" Ben shouted.

"Go team." Cyborg said dryly.

"All the fault is yours." The Alien girl shouted at Ben. "I commanded you leave me alone but you insisted on the being nice!" she shouted at him.

"My fault, Woah , first off you land in my home town, then you wreck stuff then you blow stuff up. Attack me, you blast me, you kiss me. Yet you fail to mention they have a Particle cannon they could use to kill us with!" he shouted back at her with red electricity shooting from there eyes. All there bickering eventually getting on Raven's nerves.

"QUITE!" she shouted getting the two to stop and Cyborg to watch in shock. "Hi." she said nervously.

"Look where not going to solve anything by fighting each other. We need to work together to solve this." Ben said, as they all nodded in a agreement.

* * *

Aboard the Ship the Aliens all where walking back and forth, getting things ready but they failed to notice a black dome of energy appear inside and inside it was the fore teen heroes. "No offense Raven but that dark energy send shivers down my spine." Ben said as he shivered.

They all then walked down the hall to there destination, but Raven stood there. "Hey what's wrong?" Cyborg asked.

"Just feel out of place here." she said depressed.

"Hey I'm half metal, he can become any Alien alive probably, and she's from outer space." he listed the other and him self. "You fit in just fine." he said putting a hand on her shoulder to reassure her.

Ben an the Alien girl were rounding a corner. "I bring you apo- apology." she said.

"Don't worry about it, I'm sorry about yelling too." Ben said with a smile.

"And again you are nice. On my world only my Kanorfka has shown me such kindness." she said.

"Well not like I know what that is but here on earth it's a normal thing to do and its just well the nice thing to do; be nice to others." Ben replied. She then blushed at Ben.

"Hey guys we got company." Cyborg said as several of the Gordanians appeared behind them.

* * *

At that moment The cannon was charging up. "Lord Trogon the cannon is ready." on of the soldiers in the control room said. As the chair turned to show the leader.

"Then start the firing sequence." he ordered. As the count down started. "Soon the earth will learn it will take more than four juvenile heroes to stop me even if one is the great Ben 10." he said as he stood up. The door then exploded as Humungousaur, Cyborg and Raven along with the Alien girl stood there.

"Wrong my friend where a team." Humungousaur said as he got in a tackle ready pose. Trogon roared at the same time as Humungousaur and the two fractions charged at one another. Cyborg took out several of them, by making a shock wave by slamming the floor. Raven pushed them all back with her magic and The Alien girl hit them sending them all flying back. Mean while Humungousaur and Trogon traded blows with there dead even strength. He hit Trogon in the face making him stumble back he then turned around so as to slam his tail into his face making him fall back, he then smashed one more punch to his face making him hit the control consol.

"Impressive for a simple Vaxasaurian." he said as he punched him back, he then jumped up and kicked him, and then slapped him with his tail making him stumble. He then Punched Humungousaur making him fall back again, he then continued to pound Humungasaur making him stumble back with each hit. "Nice try Ben 10." he said as he punched him one more time making him fly into a wall over the Alien Girls head. Humungousaur then slumped down the wall.

"Ben!" she shouted as she got mad. She then flew up and punched him with her glowing fist making him stumble back again. He then turned around to see Cyborg who punched him making him stumble back. Cyborg and the Alien girl then delivered a double punch to his face followed by a double uppercut to his face.

"Insolent pest!" he roared as he punched the two out, he then slammed Cyborg into a wall followed by The Alien girl. He then turned to see Raven. He then attacked her as she used her power to make a shield of energy but he kept hitting it till it started to crack. As he tried one more punch his fist was caught by Humungasaur.

"You shouldn't hit girls Gecko-boy!" he said as he punched him in the face making him stumble back. He continued to punch him making him stumble back with every hit. He then delivered a powerful uppercut to him that sent him flying into his own chair. "That's for hurting my friends." he said. "You okay Raven?" he asked as he helped Cyborg up.

"Fine thank you." she said to Humungousaur.

"Don-t…" he started but was grabbed in a head lock while more troops flooded in. Trogon then held him in a head lock while the others fought the others soldiers.

"Your time has come Ben 10." he said as he choked him.

"_I have one option left but Azmuth said I would end up resting my transformations roster I'll get stuck with a whole new set of heroes." _he thought to himself. _"Guess I got no choice!"_ he figured, as he elbowed Trogon then he head butted him making him stumble back.

"I was hopping I wouldn't have to use this but looks like I'm out of options." he said, as he twisted his Ultimatrix, he then slammed it making four prongs pop out making it look like an X. A green wave of energy then surged through his body, making him change, his skin turned green with a black shell on his chest and back, with gray horns on his head, arms, chest and back; with a spiked black mace on his tail, he has gray armor over his fingers excluding his thumb, he now had a black helmet around his head. "**Ultimate Humungousaur!" **he said with a roar that caught everyone's attention.

"What is this?" Trogon asked.

"Woah!" Cyborg said as the girl nodded in attention.

"I hope your ready Gecko-boy." Ultimate Humungousaur said as he punched him square in the face making him fly into the wall. As he got up Humungousaur reformed his hands into Bio-Gatling, he then fired bone fragments at him each shot exploding on impact making him fly back again a smocking mess. And as he got up he looked up to see a mace ended tail coming at his face knocking him out. "Strike thee your out!" he said. As he flashed back to normal.

"Ultimatrix will now reset please wait 12 hours." his watch said.

"Oh man!" Ben said. Trogon seemed to stir a little, "Dang it." he cried as the ship shook.

"Aw man the ship is unstable." Cyborg said.

"Then I will take you all out now." Trogon said, as he charged at them knocking them all down. "Now I will kill Ben 10 and steal his Ultimatrix." he said as they all hit the ground. As they got up Ben noticed Cyborg's arm change a little.

"Hey Cyborg think you can turn that into a weapon. Cause I'm all out of juice in my watch." Ben said as he gripped his side.

"I can try but it will take a whole lot of rewiring." he said.

"No matter what you planning it wont work." Trogon said, as his claws grew out.

"Leave my friends alone!" Raven said angry. "_Azarath Metrion Zinthos_" she chanted as a burst of dark energy enveloped the ship.

The whole thing then fell into the water with the whole roof gone. Everyone was on the ground in pain.

"Raven next time worn us when your going to blow stuff up like that." Ben gripped as he pulled him self up on a computer.

"Sorry." she said as she was helped up by the Alien girl.

"RAGH!" Trogon roared behind Ben but was then shot by a blue blast of energy. And fell down out cold. Everyone saw Cyborg with his right arm now in the form of a cannon.

"I'm only goanna say this once. Booyah!" he said with excitement.

"I like it." Ben said as he got up. He then kicked Trogon and then went over to the others.

* * *

After the whole thing Ben called in the Plumbers to pick up there sorry butts the sun was just about to rise.

"A few minutes ago we saved the town. And now its all over." Ben said, "I know what I'm doing now hitting Mr. Smoothies." he said putting his hand in the air. "Want to come?" he asked his new friends, of Cyborg and Raven.

"Sure thing." Cyborg said.

"Why not." Raven replied.

"Hey where's Alien girl?" Ben asked. They then noticed her walk in behind them with a new outfit. It looked the same as her previous outfit only with out the purple suit underneath, now her shirt, skirt and boots where bright purple. She wore arm bands up to her elbow and her head band was now gone showing two red marks on her forehead.

"Do I look nice?" she asked them.

"Sure." Ben said. "You know we don't even know your name." he said.

"In you language it would be Star Fire." she said.

"Well then welcome to earth Starfire." Ben said.

"Thank you and I would like to asked permission to stay here?" she asked nervously.

"No problem." a new voice said they all turned around to see an elderly man dressed in a jeans with a Hawaiian shirt, he had short military cut gray hair.

"Grandpa!" Ben said.

"Grandpa?" Cyborg asked.

"Hey Ben so a Tamaranian an Cyborg and a another Sorceress." he said looking them all over. "You sure know how to pick a team don't you." he said.

"Thanks Grandpa." Ben chuckled as he scratched the back of his head.

"So as I was saying Ms. Starfire you can stay here on earth your actions have made up for the property damage. And The Plumbers would also like to Invite you all to join our ranks." he said.

"Huh go back to doing nothing all the time or become a space Plumber." Cyborg said pondering. "I'll take the Plumber job."

"Sure why not." Raven said.

"Thank you sir." Starfire bowed.

"Well then looks like this new team is set." he chuckled.

"New team?" Ben asked confused.

"Well Kevin and Gwen will be gone for a while longer so and you need a team and you four work together just fine." he explained. "So all of you will take care of Earth together." he said as he gave them all Plumber badges. "I already got your first job too." he said with a wink.

They all looked at one another. "So now where a team." Ben said looking at them.

"Looks like it." Cyborg said.

"Yup." Raven said.

"Well looks like I couldn't ask for a better group of friends." Ben said earning a smile from everyone.


	2. Monster High

Here is a new Fic called Ben10+VampirexTitans and as it says its a three way cross now its Ben10 meets Rosario+Vampire, meets Teen Titans, This Ch is about Ben, Starfire, Cyborg, and Raven all getting assigned to there first job where they will watch over a school full of earth based monsters that have been here along with us for all time. So the team go to check out the disturbance there that is not a Yokai but Alien what is it? So Disclaimer all three shows belong not to me but there respective owners.

* * *

Ben was in his room packing up for his trip/mission to Japan to investigate the oldest school for monsters that lived among humans along with us since the beginning. They learn how to interact with humans and so forth. Ben thinks it's the best idea he ever heard a place that encourages the two to interact. At any rate Grandpa Max assigned him and his new team to go and check it out for alien activity which was detected by the principal who is a friend of the plumbers.

"Ben you ready?" Max asked him.

"Yeah ready Grandpa." he called as he out the green blazer on over his shirt, hiding most of his Ultimatrix but is armored hand, he also had a similar fingerless glove on his other hand to avoid suspicion. He then walked out side to the others. Cyborg had an ID mask on to make him look human, and to hid his robotic body it also made his school uniform. Starfire and Raven where wearing the school uniforms Raven wore it normally with a hoody instead of a blazer, and she wore tights under her skirt. Starfire wore her uniform normally but she had her ordinary boots.

"Hey you ready?" Cyborg asked.

"Yup; you guys?" he asked them back.

"Sure I love this ID mask thing why couldn't I find one of these sooner." he said as he felt his face.

"Yes this will be fun." Starfire said, still trying to get a grip on English. "Friend Raven?" she asked.

"Sure why not." she said not really caring.

"Alright so now we head out." Ben said.

"How?" Cyborg asked, "You got a jet or something?" at that a gust of wind hit and everyone saw the Rustbucket III a large green jet like vehicle.

"That's our ride." Ben said.

"Wow shotgun!" Cyborg said as he ran up the ramp.

"Wait for me?" Ben said as the girls followed the boys. Once inside they found themselves in the control room.

"Ooh." Starfire said. "This is amazing." she said.

"Man this is one sweet ride." Cyborg said, "Is that a turbo combustion system?" he asked.

"Cool." Raven said.

"Okay then now off we go." Ben said, as he typed in the destination. And then Jet took off and flew at high speeds to there destination. "Man another few hours?" Ben said as he slid his sleeve up enough to see the dial of his Ultimatrix, "Another seven hours?" he said, "Man that seems like a bit to long before I can change into this new set of Aliens?"

"New set?" Starfire asked sitting next to him. "What do you mean Ben?" she asked.

"When I turned to Ultimate Humungousaur my Ultimatrix reset all its transformations." he explained. "And now I got to wait till later today before I can use a new set of transformations, but that's just it there all new, so I won't know what they do." he said.

"Oh." she said, "so how does this Ultimatrix work?" she asked curious.

"Well it allows me to turn into one of over a million aliens that are with in it's access and I can become said alien." he explained. "It was meant as a symbol of universal peace, but the original was destroyed so I had to take a bad copy of it made for combat, but the real creator made me an upgraded and far more powerful one, and in short that is what the Ultimatrix is." he said.

"So if this one is meant for battle then the whole Ultimate thing what was that?" Cyborg asked.

"That's the Ultimate mode, It allows me to evolve an alien into a more combat based creature like what you saw back there." he said, "Now that it's perfect I can make any and all of my forms are able to achieve ultimate."

"So you can evolve a alien by several yeas of combat simulations." he said. Getting the gist of it. "Bet that's handy."

"Yeah but since it was booting up when I used it, it reset big time." Ben replied. "But my friends needed my help." he said.

"Nicely said." Raven commented. "So how are we going to understand Japanese in a few hours?" she asked.

"Oh the ship has a universal translator that will let us understand a set earth language." he said, "I set it to Japanese and now we will understand and speak Japanese." he said, "and then the written will come easy." he said. At that a green wave washed over all of them, they didn't feel any different but at the same time something felt different.

"So now we speak Japanese?" cyborg asked the circuits on his head making a question mark?

"Yup but it will just feel like natural so it feels like nothing has changed." Ben said. "Where an hour away from our destination." Ben said, "So I will read this over one last time." he said, he then looked over a paper, "We will all be put in as American transfer students in a school for monsters, the main rule don't reveal your true form unless your off campus or you have to fight." he read.

"wow so they let you fight?" Cyborg asked.

"Yup, and where all put in as first years which is equivalent to American sophomores." he finished. "Oh well looks like we got one heck of a job ahead of us."

* * *

After landing they all sat on a bus heading for the school which went into a large tunnel.

"So you four are all going to Yokai academy?" the creepy bus driver asked, he was a skinny man with glowing eyes hidden behind his hat. "Be careful it's a very dangerous place." he warned.

"I think we can handle it." Ben said.

"Yeah we faced some messed up and tough stuff together." Cyborg said. "And that was all a few hours ago too."

"Yes we are a team." Starfire said excited. "We shall face all problems together and win."

"Whatever." Raven said.

"What a strange batch of American students." he said. "I think you'll fit in just fine." with that the bus exited the tunnel and stopped in front of a scarecrow. "You all take care of you selves." he said as they all got out, and with that he pull away.

The team took in the sights it was gloomy and foreboding the sky's where dim, and cloudy, the trees where scraggy and leafless, there where tomb stones all over the place. They all stood there looking at the dead forest, the tomb stones littering the ground the blood red sea behind them, it all looked like something from a horror movie.

"spooky." Cyborg said.

"I like it." Raven said.

"Well we can stand here and argue over there décor or we can get a move on." Ben said, Cyborg then picked up his heavy luggage that held his recharge station in it and some back up parts and tools. Ben and the girls only each had a brief case with a change of close for when they need it. "Oh hold on my guys my shoes untied," Ben said as he bent down to tie his sneaker while the others waited a little bit ahead. He then finished and got up to get to the other when.

"Look out!" some cried loudly in Japanese.

"Huh?" Ben blinked. By the time his mind processed what was said, he had already turned around. His eyes widened at what he saw barreling towards him. "Ahh!"

WHAM!

"Ben!" Cyborg shouted as he saw his friend get run over. Him and the girls then ran over to the seen of the bike crash.

"Ow," Ben groaned. He was flat on his back and feeling the pain from the impact. Last he saw, someone on a bike had barreled into him. "Did some one get the number of that bike?" he joked.

"I'm sorry," a soft female voice groaned. Ben rubbed his head and sat up.

"Don't worry about it," he managed to groan out. "I'm used to it. You okay?" He was glad for those Japanese language lessons now.

"Yes," the girl nodded. "I'm so sorry. I'm a little anemic so I sometimes have fainting spells." Ben was a bit on the dumb side but he knew for sure this girl was really cute. She had long pink hair and a very pretty face. She had a leather chocker that had a silver cross hanging from it and beads connecting from the chain to the choker. She had a nice figure and was wearing a uniform similar to his, except with a similar short skirt as Raven and Starfire.

Ben then sat up and gave her a hand pulling her up with him. "Its fine just be careful there." he warned. The two were standing close before the girls eyes seemed to glaze over. "Uh…you okay?" Ben blinked in confusion.

"Yes," the girl sighed. "You…smell so nice."

"Uhhhh, thanks?" Ben blinked. The girl leaned in closer. "Hey…"

"I'm sorry," the girl sighed softly. "But… you see…I'm…a vampire." Before Ben could blink, the girl had wrapped her arms around his shoulders and pressed her face into his neck. She then quickly dug her tooth into his neck and bit down, puncturing his skin and drawing out blood. "Chuuu." she said as she started to drink from him.

"Yow!" Ben yelped, she then pulled away from Ben embarrassed. "Well that's one way to say hello." he said rubbing the spot she bit him.

"You got a way with girls huh Ben?" Cyborg asked as he lightly elbowed him. "Bet you can't wait to met more like here huh?"

"Shut up Cy." Ben said embarrassed.

"I'm sorry!" the girl blushed profusely. "It's just your blood smelled so nice and I couldn't help myself! I really am sorry!"

"No its okay you said you where a vampire." Ben said, "I guess it's a normal thing for you guys."

"That and you probably didn't mind." Cyborg giggled.

"Any way, I'm Ben, Ben Tennyson." he said.

"You can call me Cyborg little lady." Cyborg greeted with a hand shake.

"I'm Raven." Raven said not really caring.

"And my name is Starfire it is a pleasure to meet you friend." she said, shaking Moka's hand. "What it your name?"

"I'm Moka Akashiya." she said, "So are you all foreign?" she asked.

"Yup me and Ben are from the U.S., Star and Raven are from other places." Cyborg said.

"So Moka are you rally a Vampire?" Raven asked curious.

Yes," Moka nodded shyly. "Do you…hate vampires?"

"Heck no!" Ben answered quickly.

"Not at all." Raven.

"Of course not!" Starfire,

"Nope." Cyborg.

"I thought they only existed in movies." Ben.

"Same here," Cyborg added. "But you don't seem that bad."

"Yeah I always heard Vampires where not so friendly but you prove otherwise." Raven said.

"I don't care Moka is our new friend." Starfire said.

Moka then smiled, "Thank you so do you really want to be friends?" she asked.

"Of course!" Starfire answered quickly.

"Sure." Raven said dryly.

"Yeah why not." Cyborg answered.

"I guess this means we have made our first friend in Japan guys." Ben said.

"Really?" Moka gasped in delight. Her eyes seemed to take in a sparkle of some kind. "That's great! I was so worried that I wouldn't know anyone here!"

"Well now you know four people." Ben said,

"Oh wonderful!" Starfire squealed in delight over her new friend.

* * *

It had taken him some time, but Ben, Cyborg, and Raven managed to find there classroom. Moka and Starfire got separated at the welcoming ceremony since Moka had to park her bike and they needed to get there fast, Starfire decided to go with her while the others all made there way to class. It was then a rapid assignment and here they where.

"Okay!" the teacher cheered. "Welcome to Yokai Academy!" There teacher had short blonde hair, a spaghetti strap top and a short skirt. She sported a pair of cute glasses on her face and parts of her hair looked like cat ears. To top it off, a cat's tail was sticking out from her skirt.

"Man are all Japanese woman so cute?" Cyborg asked, Ben in a whisper from his desk behind him.

"In a perfect world yes." he whispered back, he and Cyborg had gotten off to a good friendship.

"I'll be your homeroom teacher this year, Miss Nekonome!" the catty teacher continued to announce. Ben had to admit that the good cheer in the room was infectious. Even he was feeling ready to cheer. "As everyone guessed, this is a school for monsters! Now, like it or not, humans run the world and we have to learn to coexist with them," Miss Nekonome explained. "This is the purpose of Yokai Academy, to coexist with the human world!"

Ben found himself glad to have grandpa's information about the school. He was just as thankful that he had the Ultimatrix in case he was forced to prove that he wasn't human, and he didn't have to worry for the others because they had powers of there own. For some reason, he felt that his new team had some challenges to come.

"But sensei," another kid growled. "Can't we just eat the humans? I could start with the cute girls."

Ben could tell already he didn't like this guy Cyborg felt the same, It was guys like him who gave non-humans a bad name. It was no wonder that people were afraid of aliens, monsters, etc. People like the guy who spoke kept thinking their species meant they could do whatever they wanted.

"That's silly!" Miss Nekonome sighed. "You won't be finding any humans here! All of the teachers and students are monsters!"

"_I wouldn't say that." _Ben and Cyborg said to them selves. Raven was just sitting back not really caring.

"Which brings us to rule number one!" Miss Nekonome spoke loudly. "You are not allowed to reveal your true forms to anyone! Not even to your fellow students! We are here to learn how to coexist with humans so please keep your true forms a secret."

"Easy." Ben and Cyborg whispered at the same time.

"_I wonder how Starfire and Moka are doing there looks will make them popular fast." _Ben thought as he sat back.

"I'm sorry!" a familiar voice spoke up as the door opened. "We got lost after the ceremony and well…sorry!"

"Yes sorry, very Sorry." another familiar voice said.

"That's okay," Miss Nekonome smiled. "Just take a seat anywhere."

Ben looked to see who had come in and his eyes widened. Speak of the devil…it was Moka and Starfire They strolled in the classroom, catching their breath after apparently running to find their classroom. All of the boys in the room [save for Ben and Cyborg] seemed to drop into trances as they watched the two girls try to find a desk.

"That hair…"

"Those eyes…."

"That body…."

"No way that's a disguise," one of the boys drooled. "Their just too…"

"BEAUTIFUL!" the collected boys roared. The only one's who weren't were Ben and Cyborg but they where chuckling weakly had they not controlled them selves they be busting a gut. Apparently Moka and Starfire were going to be more popular than they thought. As the girls came closer came closer, the friends decided to be friends.

"Hey Starfire, Moka." Ben waved.

"Hi there ladies." Cyborg smiled.

"Ben?" Moka blinked as she turned to who addressed her. She broke out in a huge smile when she recognized his face. "Oh Ben! It is you!"

"Ben! Cyborg!" Starfire squealed.

Leaping forward, The two found themselves grabbed in a hug by thee non human friends. Ben couldn't help but grin. He liked how Moka and Starfire greeted there friends. Plus it was kind of funny to see how the other boys were reacting.

"Hey! Who are those guys!"

"How do those gaijin punks rate a hug!"

"I heard Americans were forward, but to hug a girl in the middle of class?"

The two human friends chuckled there going to love it here.

* * *

"Wow!" Moka gasped as she took in one of the main hallways of the school. "This place is so clean! Neat!"

"Agreed, this hall is very clean." Starfire nodded in agreement.

After class, Moka had wanted to explore the school and explain to Ben and the others how some things in Japanese schools worked. She wasn't sure how much he knew about the school system in the east so she took in on herself to explain things to him.

Ben could also hear their whispers. They were either gawking over how cute Moka and Starfire was or were grumbling about how Ben was holding hands with them, well being pulled by them actually. A couple were really pissed off that it was a foreigner that she was deciding to spend her time him. Grandpa Max warned that some Japanese weren't exactly thrilled with foreigners so Ben figured he had to watch his back.

The gang soon stopped at a vending machine for some drinks. Ben and Cyborg got themselves what they could guess was soda, Raven got ice tea, while Moka and Starfire got herself a can of tomato juice. She told him that, aside from blood, that she loved tomato juice.

"So, how do like Yokai Academy?" asked Moka.

"It's a whole lot different from the schools back where we come from." said Ben honestly.

"I'll say," Raven said. "We have book lockers, not shoe lockers."

"And we change classrooms not the teachers." Cyborg added.

"I never really went to schools." Starfire said.

"Really?" Moka asked.

"Yes where I come from, we do not have such thing as school." she said.

"Really where are you from?" Moka asked.

"Hey now that's not important." Ben interrupted.

"You all speak Japanese pretty well." Moka noticed.

"Well we are quick studies." Cyborg said. "And we had some help with that to." he said a little nervous.

"Oh so have you all been friends long?" she asked.

"Actually no we only met yesterday." Ben said, "We are all part of a program that let us attend school here."

"I see well I'm glad now I have four great friends." she said,

"Ah cut it out your going to make me blush." Cyborg grinned.

As they were talking, a long-haired young man with a lip piercing came around the corner and leaned on the wall behind Moka.

"Hey, babe," the boy said as he leaned against the wall with his arms crossed and looking at Moka. "Moka Akashiya, right? Man, looks like I'm not the only one who thinks you and your friend here are cute."

"Um, thanks," Moka nodded. "Who are you?"

"Ah, the name's Saizou," the boy introduced with a grin. "I'm one of your classmates."

"Oh…um," Moka nodded. "Good to meet you…I suppose."

"I'm sure. By the way," Saizou grinned before he reached out and suddenly grabbed Ben and Cyborg by the lapel of there jackets. Moka gasped in shock while Ben struggled with the other teen's strength Cyborg stood their with a stoic look. "Why are girls like you hanging out with a couple of wimps like this?"

"If you want to keep those hands I suggest you let us go." Cyborg said, his face one of annoyance and anger.

"Huh?" he asked then Cyborg smashed his fist into his gut making him double over.

"Your lucky I'm a nice guy." Cyborg said, as Ben was set free. Ben rubbed the wrinkles out of his shirt Cyborg then Glared at Saizou; Starfire and Raven then got ready to fight also. "I don't think the lady appreciates the gesture. So back off." Cyborg finished.

"You want to make something of it, Gaijin?" Saizou glared.

"What if I do?" remarked Ben, sending a glare with his own. Ben hated bullies. They just picked on people weaker than them. Ben had learnt to stand up for himself over the years. Saizou was like every other typical bully Ben had to put up with like JT and Cash. Even though now the two are just idiots that are more like comic relief.

Moka immediately got between the boys and Saizou. "I'm sorry, but we're in a hurry! Bye!" She grabbed Ben's arm and dragged the protesting American friend away quickly to safety. With the others following in suit the bully left behind. His tong then stretched out and crushed the can, Moka was drinking.

* * *

"Woo! That was scary!" Moka sighed as they all hid in a different part of the school. She turned to her friends. "Weren't you guys scared at all?"

"Nah," Ben grinned. "Believe it or not, there are way scarier things than him. Trust me." he said.

"Ah he's all bark no bite." Cyborg said, "I never liked bullies like him, they always mess with me as a kid, then I got a growth spurt and now they know not to mess with me." Cyborg said with pride.

"So another thing we had in common." Ben said, "We got a bit in common."

"Yup." Cyborg nodded, Moka couldn't help smile a great friendship was being created before her eyes.

"Well, it was really nice of you. Thank you!" Moka smiled brightly.

"Ah, I'd do it again in a heartbeat," Ben smiled. "You're our friend aren't you?"

"Yeah friends watch each others backs." Cyborg said.

"Yes." Starfire agreed with Raven nodding in a agreement.

"It was nothing, really any of us would have done it." Raven said. "Mainly because guys like that should know not to treat girls like that."

Moka didn't think she could smile any brighter if she tried. Ben was really turning out to be a wonderful friend, "Still, I don't want my only friends to get in trouble."

"What do you mean your only friends, Moka?" asked Ben in confusion. "I would have figured a nice and pretty girl like you would have made a whole mob of friends by now."

"Yeah girl your super pretty and kind you would have to be pretty stupid not to want to be your friend." Cyborg said.

Moka giggled and stepped forward to stand in front of Ben. She had a shy blush on her cheeks and she averted her gaze. Ben couldn't help but think she was even cuter when she did it.

"Well…I'm not too good at making friends," Moka admitted.

"Join the club." Raven smiled. "Where all friends now when it all comes down to it, all us freaks have to stick together."

"Thank you everyone." she said, "And besides…"

"What?" Ben asked.

"Ben already let me suck his blood. You should be proud since your blood is just awesome! The texture, the aroma, the vitality, and there's even something in it I've never tasted before! Delicious!" Moka smiled with a flush on her face.

"Thanks but now I feel like a juice box." he joked.

"At least you the juice box of a cute girl." Cyborg joked making him and Moka blush.

"Cy!" Ben complained.

"Hey I'm just kidding." he said putting his hands up in defense. Everyone then giggled. Moka giggled again. Taking part in the laughs, Moka and her new friends headed for the exit.

"By the way guys," began Moka. "What kind of monster are you?"

"Isn't that against the rules?" Raven reminded.

"Oh, I forgot! But you guys already know I'm a vampire so I thought it'd be alright," she said.

"Well where all a bit complex." Cyborg said.

"We would love to tell you friend, but well it is to difficult." Starfire said, "and you do not look like a vampire any way."

"Oh, that's because of this seal," Moka said, pointing at the cross hanging from her choker. "If it gets taken off, I can get REALLY scary."

"I find that hard to believe," Ben laughed with Cyborg; but he'd learned to never disregard such information.

"So Ben, Raven, Cyborg where did you all go to school before any way?" she asked curious. "Starfire already said she never went to one."

"I use to live in a temple so I was taught there, but I know how normal school work." Raven said.

"Me and Cy went to human schools back home." Ben said with Cyborg nodding in a agreement.

"So you went to school in the human world?" Moka tried to clarify.

"If you mean we went to school with humans, then yes," Cyborg nodded.

"Oh. Well I think human schools are the worst," Moka huffed. "All through middle school everyone ignored me. They made fun of me and told me monsters and stuff didn't exist. Eventually I thought it would be better if I really didn't exist. I just hate humans!"

"Now come on Humans aren't that bad. I know some humans may be jerks but they aren't all bad."

"Huh?" Moka blinked. "How can you be sure? How do you know not all humans are bad?"

"Because I'm a human!" Ben answered quickly. A split second passed before he put a hand over his mouth.

"Wha-?" Moka gasped. "You? Human? H-how?"

"Hey now Moka calm down." Cyborg said.

"Bu...but…but," Moka sputtered. Ben sighed. Obviously Moka was having trouble accepting this. Sighing, he turned his back and began heading away from her.

"Hey Ben?" Cyborg said to his retreating friend.

"I'm going to my dorm." he said, "Later."

"Ben wait up." cyborg said as he chased after his friend. Moka then ran in the other direction. Raven and Starfire then chased her.

* * *

"Man…" Ben sighed as he leaned against a tree in the woods. "I can save the world even the universe but I can't keep a friend around." he said sadly.

"I wouldn't say that." Cyborg said, behind him. "Look man lets just talk this out, she's just in shock, that's all, she really wants to be friends."

"I know but will she even let me be her friend." he said.

"I'm sure she will girl likes you." he said, "You sure got a way with the ladies." he joked trying to lighten the mood.

"Thanks Cy." he said, "Maybe this is just a little mix up. I'm sure we can fix it." he said.

"you know you're a whole lot more mature then you let on." Cyborg noted, "You should show that to people more often."

"Yeah but where's the fun in that." he joked making them both laugh. A sudden shriek pierced the air and Ben recognized that voice. "Moka!"

"Let's go!" Cyborg said as they ran off in the direction of the scream.

* * *

Moka had been crying after Ben had run off. She'd said such a horrible thing to her. Even if he was human, she wouldn't have cared. All she ever wanted was a real friend and…she heard footsteps and spun around hopefully, "Ben?" It was not Ben.

"Hey, babe," Saizou grinned in a sick and perverse way, "Miss me?"

Saizou lunged forward and grabbed Moka by the arm. She shrieked and struggled, but Saizou was much stronger than she was in her disguise. Pulling her deeper into the woods he threw her against some tombstones before shedding his jacket.

"Sorry," Saizou snickered as his body started to swell and his teeth began to sharpen. "I can never seem to hold my disguise when I get riled up." Moka trembled in fear as Saizou's body grew ridges and his muscles bulged. She easily recognized what he was. Saizou was really an orc. They were mean creatures who didn't bow down to anyone. "Hey, we're all monsters here," Saizou snickered as he reached out to Moka with his large hand. "Now gimmie a kiss."

"Kiss this!" someone said as a large rock blocked him from Moka. Saizou turned to see Raven with her eyes glowing black and Starfire's bright green.

"Leave her alone!" Starfire ordered as she punched him making him fly back. Moka looked in shock. But the Orc set himself up right and skidded to a stop.

"Strong and pretty, good thing I choose Moka then cause your a lot tougher." he said as he cracked his jaw. He then flexed his clawed hands. He then charged and delivered a punch to Starfire, who put her hands up in defense she was then sent skidding back into a large boulder. He then turned to Raven who put up a force field up to block his punch, but it cracked on impact. He continued to punch making more and more cracks and making her move back with each.

"Raven!" Moka shouted, at that point Starfire fired a green sphere of energy at Saizou making him fly back with an explosion.

"Not bad girly." he said, as he got up again. But before he could move a fist hit him making him fly back into a tree breaking it on impact. Everyone saw Cyborg.

"Okay no more holding back you jerk!" Cyborg yelled mad. "No one hurts my friends!" he then cracked his knuckles. "No more holding back like last time no I give it a 100%!" he said.

"Moka, Star, Raven!" Ben said as he got there.

"Ben!" Moka said, "Ben get out of here, you could get hurt." she said.

"Moka don't worry I'll be fine." he said. At that point Cyborg and Saizou started to punch each other making loud bangs and smacks.

"It's like this guy is made of steel!" Saizou said confused. "Huh the runt," he said, "What can your wimpy friend do huh?" he asked as he flipped Cyborg on his back.

"Want to bet?" Ben shouted. At that point his Ultimatrix under his sleeve glowed green showing it had its power back. "About time." he said as he pulled his sleeve back, then made the dial pop up, he then twisted it around to see all his new forms. "Man Azmuth was right these are a whole bunch of new ones." he said, he then set it on an alien, "This one looks good." he said.

"What are you doing?" Saizou asked as he was then kicked in the gut by Cyborg.

"It's Hero Time!" he said as he slammed down the face of the Ultimatrix. Than a bright flash of green light blinded everyone. Ben's body then shifted becoming taller and muscular, his body grew hair, all over, and his face shifted around. It all then finished as Ben stood in a new form.

He was a tall yellow alien with black stripes all over, he had two mask like projections on his eyes then folded back and seemed to be part of his ears also, he had a black mouth that seemed to have no mouth. His arms where black, opposed to the rest of his yellow body. His chest had three black stripes on each half of his body along his ribs. His feet where black and clawed as well. He had the Ultimatrix badge in the center of his muscled toned chest.

"Slashsteel!" he shouted in a roar like manner.

* * *

Slashsteel is a Loganian an Alien from the savage world, of Alamantra, there kind is known to be locked in continuous war with there brother species. They have a skeleton system, stronger than the titanium and nearly as strong as Taedenite. They also have incredible regeneration powers able to heal most wounds in seconds. This makes them a durable alien, that is near impossible to harm, it is said only there rivals aliens Saberians know how to kill them. They also have razor sharp claws in there hands that can come out at will and can cut nearly anything in the world. There strength is incredible and coupled with there animal instinct allowing them to fight savagely and effectively. They are known for having short tempers, but are normally calm unless provoked, which many try not to.

* * *

"Well this it a new one." he said as he looked at his hands. "This form seems like a new classic." he said.

"What the hell?" Saizou asked as Cyborg, Raven, and Starfire where use to this, Moka was in total shock. "Humph!" Saizou grunted, turning away from Moka. "So you aren't the wuss I took you for. Don't know what the hell you are, but I'm not going to allow you and your friends to mess with my fun!"

"Well see?" Slashsteel said as he grew the solid claws from his hands. Three each, and razor shop. He then jumped forward with a roar, and slashed at Saizou, making him scream in pain. Saizou tried to punch him, but he stood there and hit the punch with is head. Making him scream in pain as he hand was now in incredible pain. "Now that's what I call a hard head." he joked tapping on his steel hard head.

The Loganian then delivered an uppercut to Saizou making him fly back into a tree. As Saizou got up he saw a set of green bolts of energy hit him head on making an explosion of green smoke with each.

"Nice shot star." Slashsteel said.

"Not bad, but I've seen better." Saizou said, but he then saw a fist hit him again, as Cyborg had now taken off his mask showing his true robotic self.

"Oh yeah how was that?" he asked, as Saizou stirred slowly. But before he could Slashsteel lifted him up and twisted his arm, in a painful manner making it crack.

"Its pay back time." he said, He then kicked him in the gut and punched him in the face. As Saizou stumbled back Cyborg then punched him making him stumble again, as he did a large boulder then hit him. "good one Raven." Slashsteel said.

"Enough!" he said, as he clapped his hands making a shock wave the hit Slashsteel. He then flew back and near Moka.

"Ben?" she asked as she went to the downed Loganian. "Are you okay?" she asked.

"Fine I'm use to this." he said as he rubbed his head. "You got to get out of here before you get hurt." he said.

"I don't care!" Moka cried. "I just don't want you to get hurt!"

"Don't worry as I am now I'm a quick healer." he said to reassure her. He then tried to prop him self up on something but his hand snagged something and pulled it off with a clank. He blinked as he looked at the cross in his hands. "Uh-oh."

Moka only had a moment to gasp before she was engulfed in a dark aura. Slashsteel covered his eyes from the aura and peaked through his fingers to see what was happening to his friend. What he was seeing was freaky to say the least. Her hair turned silver and her fangs became more pronounced. He body also seemed to fill out. As Moka seemed to become more aware, Slashsteel could see that her eyes had turned red and slitted.

"It can't be," Saizou gasped. "The aura, these red eyes, the S-Class monster! The vampire!"

"We knew that." Raven said.

"Hmmm, how interesting," Moka-sama purred as she took in the sight of Slashsteel. "I don't think I've ever seen a monster like you before. American monsters interesting?" she said looking at the others.

"What has happened to Moka?" Starfire asked.

"She's changed into her true form." Cyborg said.

"But what's with the mood change?" Raven asked.

"It seems like her seal also sealed away her personality, so she created a new personality to protect her body while she sleeps." Cyborg answered. "It's all a guess though."

"One that is correct." Moka-sama said, "I see you are the smart one here." she said.

"Well I try." he grinned.

"Hey I'm right here!" Saizou said annoyed.

"You want in on this fight? You sure look like you can handle yourself." Cyborg asked.

"If only you knew," Moka-sama smirked. "I'll take him myself."

"Huh?" Slashsteel blinked. "You sure about that?"

"Don't look down on me, Ben Tennyson," said Moka-sama coldly. "After this you have some explaining to do. I detest liars."

"I didn't lie!" Slashsteel said in protest.

"You told my other self you were human. Right now there's nothing human about you." She said looking over the now Alien form.

"Well for the most part I am," he answered as he twiddled his fingers. "I can just change back and forth between things like this and my true human form." he explained making her quirk an eyebrow.

"Whatever. I'll deal with you after I deal with this trash." She began to hop in place and then she stretched her arms. "It's been so long." She cracked her knuckles and flexed her fingers while popping her neck. "Looks like this might be a decent workout at least." She yawned a little. "Now, come on, orc. Didn't you want to give me a kiss?" she taunted.

"Don't mock me!" Saizou roared as he lunged at Moka-sama. His huge hand reached to grab Moka-sama. The silver-haired vampire reached out and grabbed his finger, effectively stopping his assault.

"Urk!" Saizou grunted, trying to move his arm.

"No way," Cyborg gaped.

"What's wrong? Didn't you want to give me a kiss?" Moka-sama asked mockingly. "Typical. All size and nothing else." In a flurry of movement, Moka used a single kick which slammed into Saizou's head. The orc cried in pain as he was sent sailing through several trees with loud crashes. He finally touched down on a large boulder.

"Oh!" Starfire said seeing the distance of his crash.

"Girls got skill." Cyborg said.

"I'll say." Raven shrugged.

"Know your place," Moka-sama growled at the downed orc.

Turning to the yellow and black being. His entire body then flashed green before he returned to his human form. Frowning, she started walking towards him, determined to get some answers.

"You have ten seconds to explain what you just did," Moka-sama frowned. "I suggest you use them wisely."

"Okay I know I said I was human but trust me when I say it will take more then ten seconds to explain all that." he said, she just glared at him. "Okay well you see this device on my arm can allow me to become one of several creatures that are not the species I am. It was meant to allow one to know what its like in someone else's shoes, but the first one was destroyed and a second was made that allows me to make any form in there more combat oriented, through an advance evolution setting. In short I can turn into any sentient species in the universe." he finished all at once. She looked at him finding it hard to believe.

Moka-sama frowned slightly. Ben was slightly afraid that she would kick him like she did Saizou. He felt relieved when she released a sigh.

"Your tale sounds too outrageous to be true, but considering how most humans believe monsters are not real, I have no room to talk," Moka-sama frowned. Reaching out, she grabbed her rosario. She warned, "However, your decision to watch over my other side was a smart one. Don't screw it up." With that, Moka-sama reattached her rosario to the chain. In a flash of light, her hair changed back to pink and everything about her softened back into the Moka that Ben knew. She was sleeping and falling, which Ben stopped by catching her.

_"This is actually one of the more normal days I've had," _Ben sighed in his mind. "But my choice in friends is strange huh?"

"Yup so is she okay?" Cyborg asked.

* * *

After a while Moka woke up, and gained an explanation from Ben. "So this Ultimatrix allows you to become one of over a million aliens?" she asked getting her facts straight.

"Yup, and make them evolve into a more powerful form." he finished.

"So you are a human?" she asked to be clear.

"Yes I'm a human." he said, "Unless it activate this then I'm whatever alien I turn into." he said.

"Makes sense a little," she said, she then looked to the others. "And what are all of you?"

"Well I'm a human also." cyborg said he then took off his mask. "But I had an accident and now I'm well this." he said as Moka gasped at his robotic appearance.

"Oh Cyborg I'm so sorry." Moka said.

"It's okay, I got friend to help me through it." he said looking at all his friends.

"Well I am an alien." Starfire said. "Raven?"

"I guess you can say I'm a witch." she said.

"That seem like a stretch." Ben said. "Your more like a wizards of something."

"I see." Moka said. "So then, I want to say I'm sorry Ben." she sad with a bow.

"Sorry for what?" he asked.

"For saying how awful humans are when you and Cyborg are human." she explained

"No its nothing." Ben said.

"Yeah where still friends." Cyborg said.

"Thank you." she said. "So Ben you can change back and forth from that form from before?"

"Pretty much well him and what ever forms I have?" he said. "you see the other day I used the Ultimate function and it reset all my transformations." he explained. "Slashsteel was just my first new Alien. I have about nine others in here I have yet to even use, let alone see." he finished.

"I'm sure you'll figure it out." Moka assured.

The next day, Ben and Cyborg arrived at school with high spirits. Walking through the gate, Ben whistled a tune.

"Well all seems good now." Ben said.

"Yup." Cyborg agreed. "So I bet your glad Moka likes you now?" he asked with a devilish grin, making Ben blush.

"What's that mean?" he asked.

"I mean girl really likes you." he said in a matter of fact tone. "Just like Star does." he said.

"Now stop that." Ben said.

"Ben!" they heard and turned around to see Moka and Starfire running towards them.

"Oh hey, Moka, Starfire!" he waved. "Morning."

"Ben!" she shouted as she lunged at him and then grabbed onto him before biting his neck. "Chu!"

"ACK!" Ben exclaimed as she began to drain him.

"Ah you see." Cyborg laughed.

* * *

Hello KR0 here so the first full CH comes to an end, as you can see Ben has a new set of aliens and yes his new form is based of Wolverine mainly because it cam to me, and thought it was a pretty good idea. So now a new set of Aliens will be available to Ben. And a few more along with this new set, and all his old aliens will come back, and when Omniverse comes out I might bring in those aliens. So that's my spiel on the Aliens any questions ask me personally, and I'll answer, please Review and if you have an idea to share I'll listen but I have a set up story plan for the most part.


	3. Charmed First Meetings

Here is a new Fic called Ben10+VampirexTitans and as it says its a three way cross now its Ben10 meets Rosario+Vampire, meets Teen Titans, This Ch is about Ben meeting a very amours succubus and his first glimpse of the disturbance at the school and we learn who is the one behind all this. So Disclaimer all three shows belong not to me but there respective owners.

* * *

A week had passed since the incident involving Saizou and the rumor mill had kept spinning wild tales about it. It would appear that a demonic aura like Moka-sama's wasn't one that could be ignored. Also, Ben and Starfire were said to be able to turn into a strange western monsters that nobody had ever seen or heard of before, people thought Cyborg was a strange metal Golem, Raven was a witch.

But the group of friends didn't particularly care. But Ben still wondered what it was they were sent there for, so far nothing besides a jerk and Moka's true form have appeared. Ben has been learning of his new aliens so far he only has a new set of ten aliens in his position, most seemed really odd, and new to him. Most seemed to be very monster like, he also noted they all seemed to be a bit cooler looking. Ben was in his room on Sunday night before school and was looking at his new roster.

"These all seem cool but it will take some practice to get use to there powers." Ben said sitting back in his bed in his dorm. The Ultimatrix then started to flash. "Huh that's new?" he asked as it then shot a hologram of Azmuth.

"Ben Tennyson." he said, making Ben jump in surprise. "It is I Azmuth creator of the Omnitrix."

"Yeah I know that." he said.

"As you should know this is a prerecorded message, of the Ultimatrix mark II's new weekly teaching session." the hologram said, "It will teach you how to use all the new features and upgraded old features."

"Wait lessons?" Ben asked sounding upset.

"Yes lessons I know you hate lessons but this way you will someday achieve master control." he said as if answering him. "Yes I figured out what you would ask. Now lesson one, the Ultimatrix has a mental blocker, preventing your mind from being controlled while transformed, allowing you to defeat enemies who have mind manipulation abilities." he explained. "But in your default human form, you are still susceptible but your mind can still fight it off, with your obvious disregard for orders and authority."

"In short I can defy mind control, because of my never listen to orders personality." Ben joked to no one.

"Good luck Ben Tennyson and best of luck." he said.

"Thanks Azmuth." Ben said to the hologram. "Well I guess this won't be a problem its just tips on how to use the new Ultimatrix, I bet I can one day soon earn the Master control from these lessons."

* * *

The next morning Ben was walking out to school. He was dressed for the day and looking well rested, luckily the lessons was more of a tip. _"I hope there all this easy.?" _he thought to him self. Ben then looked around at all the students; he knew they where all monsters disguised as humans, but then again the same could be said of Starfire. Ben then wondered, _"Well Monster DNA isn't exactly alien DNA but it's not human, and the Omnitrix before the Ultimatrix was meant to let someone walk in another species shoes so why not monsters? I mean its pretty much just a lateral move anyway." _Ben thought this for a minute, but then again if this where true the Ultimatrix would have activated and scanned every student he came in contact with, then he cringed, what if it scanned Saizou. He then put that awful thought away.

"Ben!" a cheery voice said as Starfire ran up to him. She then got up beside him and walked at the same pace as him. "Good morning." she said.

"Morning Starfire." he answered.

"You look troubled?" she said.

"No its just I have had some thoughts concerning the Ultimatrix." he said. "My new set of aliens is the main thing, plus I was wondering if it can scan monsters and allow me to become them." he said.

"That is a good question." she said, she then thought of something. "Could it turn you into a Tamaranean like me?" she asked.

"Probably but the DNA sample would have to be unlocked." he said.

"Interesting." Starfire said. "How many aliens have you become?" she asked him.

"about maybe somewhere in the thirties to forties." he answered.

"Oh incredible." she said.

"Yeah but now I'm cut down to a new set of only 10." he said.

"Ben, Starfire." a voice said they then turned to see Moka.

"Ah morning Moka." Ben waved.

"Good morning Moka." Starfire said.

"Morning." she said as she caught up to them. "How are you guy's?" she asked them as they all started walking.

"Fine." Star answered.

"Fine, just in thought." Ben said,

"about what Ben?" Moka asked him.

"He's thinking about all his new transformation." Starfire answered.

"Oh yeah you said you have a whole new set of transformation your watch allows you to become." Moka said, remembering.

"Yup it's a bit of a hassle, but oh well, when life gives you aliens you save the day." he joked, albeit not getting a laugh. "Okay not my best joke." he said earning a small laugh from the girls.

"Ah look at the love birds." Cyborg said appearing behind them, making Starfire and Moka each grab one of Ben's arms. "Ah now that was funny." he laughed, but he then found him self floating into a tree. "Hey!"

"No that was funny." Rave said. "So we going to school or what?" she asked.

"Yeah come on let's go." Ben said, but they then heard something that sounded like a growl.

"Sorry." Moka said, "I didn't have breakfast." she said. She then looked to Ben. "May I?" she asked.

Ben just rolled his eyes. "Drink up."

"Oh, thank you!" She then bit his neck. "CHU!" She said as she took some of his blood. She pulled away after licking her lips. "Oh, it's as delicious as ever."

"I feel like a juice box." Ever since that day, Moka would occasionally bite Ben and drink some blood. It still hurt, even if Moka kept saying how much she enjoyed it.

"Oh, but it's so good. I think I might be getting addicted," she confessed.

"Is it really that good?" Raven asked.

"Yes its just perfect." she said.

"Is blood really so good?" Starfire asked.

"Only to vampires." Moka said.

"Hey what about me!" Cyborg said from the tree.

"Let's just get to class, OK," Ben told the others. Moka and Starfire smiled and took his hands as they strolled into the entrance of the building. People began to whisper as they watched the group enter and one girl had her eyes narrowed.

"HEY!" cyborg yelled. "I'm still in the tree!"

"Alright already." Raven said, as she dropped him.

* * *

It was about lunch and Ben was out by the lake where they normally ate lunch, it was secluded from most other students so they could talk about things they had to keep secret. And Ben could change from form to form to see what they do, and Cyborg could take his ID mask off. He just waited because the others had to get there food, or they had something to do before they could get there.

"Ohhhhh," a soft voice moaned from the trees.

"Huh?" Ben blinked as he turned to where he had heard the voice come from.

What he found was a female student stumbling out from the trees. She was wearing a variation of the student uniform with a yellow sweater vest instead of the green jacket. Her skirt was pretty short and her socks were bunched up on her legs. She had bright blue hair that was done up in a ponytail and was really cute. Ben's eyes trailed lower and noticed that she had an impressive pair of boobs too.

"_Woah! They're huge! Stupid not now! She needs help!" _he said smacking his head. He then ran over to her. "Hey!" Ben called to the moaning girl. "Are you okay?"

"Ohhh, I think so," the girl moaned. "I'm just having trouble standing up."

"Here let me help." he said as he helped her up.

"Thank you," the girl sighed softly. She reached up and grabbed Ben's hand before allowing herself to be brought to her feet.

SMOOSH

That was before she leaned into Ben and pressed her impressive mounds into his chest. Ben blushed Fourarm red as he felt her rub her assets against him.

"I…I think it's my chest," the girl sighed. "It just feels different today."

"Well…um…maybe the nurse could…um…help you." He let out under his nervous condition..

"Oh thank you, you're so sweet," she purred.

"I'm Ben by the way. Ben Tennyson," he introduced himself.

"Oh, I know," she smiled.

"You do?" Ben blinked.

"We're classmates."

"We are?"

"I sit in the back of the class but you probably don't notice since your attention is always on Moka or the girl Starfire."

"Well, they are my friends," said Ben.

"Maybe I can change that," smirked Kurumu as she looked deeply into his green eyes. Ben suddenly found himself feeling a little lightheaded. "I'm Kurumu Kurono. Please be gentle with me okay?"

"Uhhhh," Ben mumbled, feeling lightheaded and confused.

"So," Kurumu purred as she traced lines up and down Ben's chest. "I heard your quite the strong fighter, and you can change into this strange monster, covered in black and yellow fur and you have these really sharp claws." she continued.

Ben's eyes then looked a little less dazed, _"Is he fighting me?" _she said in her head. _"He has such a strong will." _she said, _"But that wont stop me!" _she said in her head as she sent another wave with a little more powers. Ben's eyes then glazed over completely.

"So can I see your true form?" she asked.

"Sure." he said as he raised his arm and pulled out the face of his Ultimatrix. He then slammed it, and in a flash of light. Ben changed. "Slashsteel!" he shouted. He then looked around before he jumped back, shocking Kurumu. "What happened where am I?" he asked.

"Huh?" Kurumu blinked. "Wait you can think again?"

"What do you mean I can think again?" Slashsteel frowned. "Wait why have I change anyway? Did you do something to me?"

"Uh…no!" Kurumu answered quickly. "I just asked for you to show me and you did. Don't you remember?"

The Loganian then scratched his head he felt like something was up. "I knew I zoned out but not like this." he answered as he slammed the Ultimatrix to change back to normal in a bright green flash. "That was a new one, never changed from my human form and then realize I didn't know just the other way around."

"_How did he do that, first he fights my control then he breaks it by changing into his true form." _she thought in her head. _"Could it be?" _

Before Kurumu could say anything, Moka shouted, "Ben!"

"Moka?" he asked as she ran up to them.

"Ben I just saw that flash and new you changed." she said. Moka asked and she noticed Kurumu. "And who are you?"

"Oh, just passing through," said Kurumu innocently while holding in her ire. "Well, I gotta go."

"Didn't you need to go to the infirmary?" Ben asked. She was acting like she was sick just a minute ago.

"Oh, I'm feeling better. Thanks for the concern," said Kurumu with a wink. "Ta ta!" she waved before running off.

"Such a strange girl," Moka frowned suspiciously.

"Yeah." Ben agreed. "Weird."

* * *

"So one minute your talking to the girl the next you turn into Slashsteel." Moka surmised. "That is weird. Unless it makes you transform without you knowing?"

"That happened once with the old Omnitrix, but the Ultimatrix is more advanced, and has a whole bunch of failsafe programs." he said. "There must be more." he said as him and Moka walked down the hall, after school. They made there way to go meet Starfire and Raven outside.

"Well are you sure your alright?" Moka asked worried.

"Fine, just wondering what happened?" he said, "But don't worry I know how to use Slashsteel it will hold me till I learn more of the other forms."

"Are you sure?" she asked him. "I don't want to see you get hurt." she said genially worried.

"I won't I got more than enough skills to take care of myself." he said. "I got plenty of resourcefulness for a whole platoon of people." he joked earning a slight giggle.

As the pair headed through the halls, they weren't aware that they were being watched. Above them, Kurumu was watching them go with a frown on her face. So Moka thought she could get Ben all to herself did she? Well, she had another thing coming.

"You, Moka Akashiya!" she called out.

Both Ben and Moka stopped when they heard someone calling out to the pink-haired vampire. Both looked up to see Kurumu perched on a stair rail. Smirking, she leaped from the rail and landed on the ground. It didn't escape any male's notice, even Ben's, that her skirt had flipped up and revealed her panties on her way down.

"Woah! Look at that girl!"

"White panties!"

"She looks frail, but her boobs are huge!"

"Who knew there was another babe like Moka and Starfire in the school!"

"My name is Kurumu Kurono!" Kurumu announced as she pointed at Moka. "And I'm challenging you for the title of the school beauty!"

Moka blinked for a few moments in utter confusion. She was silent for a moment more before she pointed to herself, "Me?"

"Yes, you!" Kurumu frowned. She stepped forward and leaned in next to Moka. "I heard you're a vampire. Well I'm a succubus and I'm not going to lose in a contest of beauty!"

"A succubus!" Moka gasped. "But the rule…!"

"Well I don't care!" Kurumu frowned as she backed away. "Ever since day one the boys here have been drooling over you and your friend, when they should be drooling over me! You're interfering with my master plan!"

"Master plan?" Ben blinked with a giant question mark over his head. He looked to Moka who only shrugged in equal confusion.

"That's right! My Yokai Academy Harem Plan!" Kurumu announced. "My plan was to seduce all the boys in school and make them my loyal servants! The problem is I can't do that when you're here taking them away, Moka Akashiya! You and your friend Starfire"

"But…but…!" Moka sputtered, trying to defend her position, but she was really at a loss for words.

"This is weird." Ben said, "I mean just weird even for my standards."

"Shut up! Anyway, to get my revenge and defeat you, I'm going to take your American hunk, Ben Tennyson!" Kurumu announced.

"What?" Moka gasped.

"What am I a trophy? Wait did you say hunk?" Ben asked but he shook his head back on track. He stepped forward and frowned at Kurumu. "After hearing that, what makes you think I'm going anywhere with you?"

"Oh, I can be VERY persuasive," Kurumu purred. She leaned in close and drew circles on Ben's chest. Her eyes flashed momentarily, causing Ben to get dizzy and lightheaded. But again she felt like her grip was getting weaker and weaker by the moment. _"He's doing it again his kind must be very rebellious, a wild one." _she said in her mind. _"He might be the kind of person my mother told me about." _

Kurumu then sent another surge of energy into his eyes, and this time even bigger than before. Ben then lost and gave into her spell.

"Ben…?" Moka questioned.

"Moka," Ben said tonelessly as he turned to face Moka. "I'm just a big juice box for you, aren't I?"

"No…" Moka tried to deny.

"Everyday you bite me and suck my blood. Well, I'm sick of it. Goodbye, Moka," said Ben as he hooked arms with Kurumu, _"What the heck!" _Ben asked him self inside of a mental prison. "I'm with Kurumu. She seems like a much better friend anyway."

Moka began tearing up and then ran off crying. Kurumu smiled victoriously. Turing to her new conquest, she snuggled up to him. _"No Moka I didn't mean it!" _Ben yelled in his head.

"Yes!" she cheered. "OK, Ben, now take me somewhere where we can be alone…"

* * *

"No way Ben would say that!" Cyborg defended his new friend. After hearing the story he was in total denial. He knew something was up and Ben had given him no reason to not trust him yet. "I mean the dude isn't the smartest dude in the world. But he is not the kind of person to treat his friends like that."

"Yes Ben is clearly not him self." Starfire said.

"But why would he say that then?" Moka asked still crying. "I mean he said I only saw him as a meal."

"Well you do feed off him." Raven said.

"Girl now ain't the time." Cyborg said. "But still something is wrong here."

Moka sat there still crying. Was that really all she thought Ben as? A quick meal? It couldn't be. Still, it hurt a lot when she heard Ben accuse her of that.

"_How long are you going to sit there and cry?_" a tough female voice suddenly spoke out.

"Eh?" Moka gasped. She looked down and saw her rosario was hovering with the center glowing a blood red. "Who…who are you?"

"What is it Moka?" Cyborg asked.

"_I am your other side,_" the voice answered. "_I am using the rosario as a medium to talk to you._"

"Ah…but…but why?" Moka asked, stunned by the shock. She had no idea that such communication was possible.

"_Because you're being deceived!_" her other side snapped. _That girl told you she was a succubus. They have the ability to control men through a spell called Charm. She did it right in front of you! Do you honestly think that Ben Tennyson would say something so cruel willingly?_"

"Well no." she said weakly.

"Who are you talking too?" Starfire asked

"My other self." she said.

"You mean the other you who can kick some serious but, and is super spooky?"

"_I can hear them!" _Inner said. _But at any rate. That girl is using her Charm to make him her servant. But that isn't the worst of it._"

"What is?" asked Moka fearfully.

"_If someone under the influence of Charm kisses the caster, they become the caster's slave for the rest of their lives,_" Inner Moka explained. "_I shudder to think what a vindictive girl like her would do with the power of the Ultimatrix on her side. Especially with it's combat abilities._"

"Oh, no!" Moka gasped. Getting up, "We need to save Ben!" she began to make a dash for the main school building. "Ben!"

"Hey wait!" Cyborg said as he and the girls followed.

* * *

Kurumu laughed in the infirmary, as she cheered, "Yay! I made that wretched girl cry! I won! I won!" She eyed Ben who was with her, "And I won a stud." Kurumu turned her seductive eyes on to Ben, who was sitting on a chair next to her. She couldn't help but imagine what he would be like. She had never bedded anyone yet, much less an American. She was curious as to what it would be like.

"You look sad, Ben," Kurumu purred as she put her hands on his shoulders and made him look up at her. "I know just the way to make you feel better."

"_I can guess what that means so either I get out of this situation now or my mom is going to kill me!" _Ben said in his head.

Ben blinked dumbly before Kurumu pulled him closer and planted his face in the middle of her cleavage. If he was in the right state of mind, he would have been panicking at what was going on. As it was, he was just sitting there with his face buried in a girl's breasts. But unnoticed to said girl his hands where twitching and eventually clenched into a wrist, and his eyes gained there color and life back.

"Just forget all about Moka," Kurumu spoke softly. "I'll make you feel really good."

Kurumu was about to pull Ben onto the bed to make her final move, but before she could even get her back on the bed, she felt him beginning to struggle. She tried to look him in the eye again. But he gained total control, and closed his eyes. He then got up out of the bed, with a sigh of relief.

"Oh thank good I'm free!" he sighed, making Kurumu look on in shock. "What the heck was that what did you do to me?" he asked more confused then angry.

"Wait, you mean you're not into me?" Kurumu huffed, feeling rejected. "I put all that effort into showing you I'm ready and available!"

"Well, someone who puts a spell on me and uses me against my friend is kind of a turn off," Ben retorted sarcastically.

"I put all that work into seducing you," Kurumu growled, obviously getting ticked off on a high level. "Some of it was embarrassing too! And you just turn me down?"

Now something was up. Ben had an instinctual perception of danger and Kurumu was starting to radiate danger in waves. Deciding to try and get out of a bad situation, Ben attempted to calm her down, "Hey, now just calm down."

"Ooooooh!" Kurumu growled. "If I can't take you from Moka, then I'm going to make sure she can't have you either!" To Ben's shock, Kurumu sprouted a pair of bat-like wings from her back while a tail with a spade on the tip slipped out from under her skirt. Her nails had even lengthened and looked like they could cut up a lot of things. "Now I'm mad!" the succubus growled.

"I really should stop being surprised by things like this!" Ben gulped.

"Come here!" Kurumu growled as she lunged at Ben. Her attack missed as Ben ducked underneath, He then reached fir his Ultimatrix but it was still charging from his training session with Cy earlier.

"Oh man!" he cried. He then dodged another attack. "Double oh man!"

"Die!" she yelled as she slashed at him again. This time Ben made a dash for the window, he then jumped out with out remembering he was on the second floor.

"AH!" he cried falling. He then landed in a bush. "Man I have got to think these things out more." he said popping out of the bush with twigs and leafs in his hair.

"Your very resourceful." Kurumu said, as she flew out of the window. "Or your very stupid."

"I thinks it a mixture of he two and through in some good luck." he said. At this point his Ultimatrix lit up at full power. "Alright now then let's see who has the sharper claws here?" he asked as he popped up the face plate. But Kurumu then swooped in and slashed at him again, leaving several large slash marks on the wall of the building. "Wow!" he said as he rolled out of the way, all the while the face spinning out of the way, and changing his selection to a new alien a bird looking one. He then noticed that the wall behind him had some incredibly large gashes on it.

"My claws can cut through anything like a hot knife through butter." she boasted as she flew over Ben.

"Then I'll have to make sure I'm not cut by them." he said as he put his Ultimatrix up. "Well sorry for the delay but it's hero time!" he shouted as he slammed the face down. His body was then covered in a bright green flash. He then had feathers grow all over his body, and scales on his hands and feet. His bones thinned and hollowed making them lighter. He then had a beak grow on his face.

In his new form he was now a white bird like Alien. He had pure white feathers all over his body, and he had a yellow sharp beak on his face, his hands and feet where yellow and scaled like that of a normal Birds legs, his hands also had razor sharp black talons. He had no wings but his forearms had larger feathers looking like they where once wings. He also had several sharp longer feathers. His head had plumage like feathers over each of his eyes. He also had tail feathers looking like a long coat reaching his mid thigh. It was all put together with the Ultimatrix badge on his chest.

"Ciegfree!" he called.

* * *

Ciegfree is a Cygnusapien from the planet of Swaria. There kind are known for the impeccable natural beauty and are also known for being humble about it. As they pride them selves on more of who is the better flyer. They have evolved how to fly with out the use of flapping wings and there feathers are crystalline, and can cut most anything and can be re-grown in record time. There feathers also have an oil that allows water to be reflected off. Allowing them to walk on water as it coats the feet also. There kind also has the ability to channel sonic booms into weapons. There also known for being incredibly nimble and have great agility, and speed in flight. There eye sight is impeccable, able to see several miles away, and have varying degrees of heat and X-ray vision.

* * *

"Great I'm a giant Albino Woodstock?" he said looking at him self.

"Wow pretty." Kurumu said looking at his new form. "Is that your true form.?" she asked almost hopeful.

"Well its one of my forms." he said. "It's a long story."

"Well then well have to see if this form can fight?" Kurumu asked as she flew in for another attack. But Ciegfree jumped up and into a tree branch.

"Missed me." he said, from the tree. He just sat there care free.

"Are you mocking me?" she asked the Cygnusapien annoyed.

"Kind of." he yawned. She then came in for another attack but the alien flew up into the sky.

"How are you flying if you don't have wings?" she asked shocked.

"That's for me to know and you to never find out." he said standing in the air above her. He then made a dive of his own his talons ready to strike. His claws raked against hers making her fly back and crash into the trunk of a tree painfully. "You seem too reliant on being the only one able to fly in a fight." he said noting.

"What's that mean?" she asked him angry.

"Just that your to reliant on your simple strengths." he said, "Let me show you how I rule the skies!" he said as he then pulled of several feathers from each arm, the feathers growing back in an instant. He then tossed all his feather kunai's at Kurumu who just yelped as she flew out of the way the feathers all piercing straight through the tree behind her.

"That was impressive." she said dumbly looking at the destruction from his attack.

"That ain't nothing." Ciegfree said appearing behind her making her eyes go wide. She then slowly turned around and saw him gone. "Here!" he said as he delivered a drop kick from the skies to her gut making her fall to the ground. But she then regained her self and set her self right before she hit the ground.

"How did you?" she asked.

"Simple my flight speeds can reach nearly 700 miles per hour." he answered. He then flew in at incredible speeds as Kurumu did the same and there claws flashed as they started to slash at each others there claws scratching and grinding against each other. The alien then kicked her back, and flew in with a powerful punch she blocked by putting her hands up in defense but point less as she was still sent flying back again.

The Cygnusapien then flew in at incredible speeds again this time with a sonic boom, he then stopped short and fired a powerful cone of sonic noise that hit the succubus and made her crash down to the ground.

"Ahhh!" she screamed as she fell to her doom. _"Is this how it ends?" _she asked her self. It was at this point that she felt her self in some ones hands. She then opened her eyes to see Ciegfree holding her in his arms as they slowly floated down to the ground.

She saw him say something but here hearing was still not back yet, she then shook her head.

"I said are you alright?" he asked as they touched down.

"Why did you save me?" she asked.

"Well you don't really seem evil." he said, "Or a really bad person, I don't think you meant to do harm you just seemed misguided." he said as he flashed back to Ben. "I want to say sorry for the whole sonic boom in your face thing too. It's a new trick."

At that point Cyborg crashed through a bush. "Ben where here to help you!" he shouted as he aimed around randomly.

"Cy a little late there buddy." he said.

"Ah are you serious?" he asked, as he fell over from exhaustion.

"Ben!" Moka yelled as she came in, "Are you okay?" she asked.

"Fine I took care of it, just like I said." he answered "I told you as long as I got this I'm all good." he said pointing to his Ultimatrix.

"I'm just glad your not hurt." she said, she then glared at Kurumu about the time Starfire and Raven cam in but they where more concerned with helping Cyborg get up from the self made crater he made. "I think maybe you should leave." she said looking at her.

Kurumu wouldn't leave until she at least explained herself, "I'm sorry for what I tried to do. It's just that my race is dying out and we need men to help us repopulate. It can't be any guy. It has to be my Destined One. My Mate of Fate."

"Your soul mate?" Starfire inquired and Kurumu nodded.

"That's why I'm here in Youkai Academy to begin with. I wanted to find the right guy who would be my Destined One," Kurumu answered.

"So, why did you try to charm Ben?" asked Moka.

"I kind of want to know that too?" Ben and Cyborg asked confused.

"I was jealous," Kurumu admitted. "I mean because of you I'm the second most beautiful girl in this school! And that's because you and Starfire are a tie for first! Boys fall at your feet! Sure, boys fall at my feet too but all they talk about is you and-"

**SLAP!**

"Moka?" Ben asked shocked.

Moka had gone up to Kurumu and slapped her across the face, stunning her. "I don't care what your reasons are," Moka said angrily, "He's one of my only true friends and you tried to hurt him."

Kurumu only looked in shock, "Friends…?" She then saw tears in Moka's eyes. Perhaps her choice of action was really a bad one.

At that point the skies seemed to darken in a way that was abnormal even for this place.

"Pleas tell me that is normal around here?" Cyborg asked.

"Nope." Ben said focusing on the sky as it started to glow a purple color, and trying to ignore what was going on with Moka and Kurumu.

"What is the chances of something like this happening?" Raven asked confused.

"This is not good, yes?" Starfire asked.

"I don't know." Moka said. At that point a spiral like portal opened it then had several dark gray figures land near them. Ben thought they looked familiar. But they still looked off.

They where tall and skinny, with pale gray skin, and black stripes all over there bodies. There bodies looked shaped like a humans but, there legs looked deformed and seemed to almost bend inward. And there arms where long and thin with every other one looking one had a broken arm. They seemed like Zombies.

"Zombies?" Ben asked as everyone looked freaked out. "Okay this day can not get any weirder." he said, "Looks like once more today, Hero Time!" he said as he slammed on the Ultimatrix. He then changed in a flash of green light. "Slashsteel!" he roared.

"Looks like were fighting." Cyborg said as he took off his ID mask. His appearance shocked Kurumu as it was her first time seeing the cyborg hero.

"Why does this happen to us?" Raven asked as her eyes flashed black. Starfire then had hers eyes glow green.

"Go!" The Loganian ordered as he ran at the Zombies on all fours. He then tackled them and started to punch them all out. Cyborg did the same making them all fly back. Raven made many of them fly back into others, while Starfire shot some with her star bolts.

"What's going on?" Kurumu asked.

"There being themselves." Moka said. "This is normal for them."

Kurumu looked as Slashsteel punched out several of the zombie like creatures. Making them all fall back, but they normally got back up.

"It's like these things are living springs!" Slashsteel said as he kept punching them. "Oh well." he said as he grew his claws and started to slash at them. With each one he slashed they seemed to fade away. "These things are like something from a video game!" he said as he cut more of them down. "After a set of damage they fade away."

"Then lets go full out!" Cyborg said as he fired his cannon at them. Many of them where destroyed on impact but several started to act differently, there bodies seemed to stand up and there limbs set to normal. "Now what?"

They then got on all fours and then mouths appeared where thy would be and claws grew from there hands. They had changed into more beast forms. "Oh great they got an upgrade." Slashsteel said.

They new monsters then attacked them, but where now faster and stronger. Slashsteel had little trouble with there new change, and he slashed them to bits. Cyborg was able to punch them away but it was hard to aim. As they ran around and jumped over him. Star and Raven had trouble as there erratic wild stile of fighting was hard to read, but for the Loganian who was pure wild battle power it was simple. He was sable to knock them down or slash them.

"Man these things are hard to get at there like want to be Slashsteel's." said alien said as he stabbed one with his claws but he was then smacked across the face from one of the monsters. But he then cracked his neck as he delivered a clawed uppercut to it making it fade away like the others.

"Hey maybe that's how they work they mimic the easier to copy creature in the area." Cyborg said as he punched one who tried to get him.

"Or maybe this is what they turn into in a evolution cycle like how a caterpillar becomes a butterfly." Starfire said.

"That would explain it in a sense." Raven said as she blocked one with a shield. "But there are to many, how do we stop them?"

"Maybe we can coral them into one place and finish them." Slashsteel suggested as he stabbed one of the monsters.

"How?" Cyborg asked as he punched out another.

"I think I know my new form, Ciegfree can coral them with his flight powers." he suggested.

"Well try it man!" Cyborg said as he fired his sonic cannon point blank at one.

"On it!" he said but was then dog piled. "Not good!" he said as his arms where pinned.

"Ben!" Starfire said as she started to pull the monsters off him.

"Ben!" Moka called as she ran over.

"Moka that you?" the Loganian said from underneath the pile of monsters. "Not a good idea, this is dangerous and your not your true form." he said his hands waving.

"I don't care I want to help you." she said and with surprising strength she help to pull them off. Then in a push of strength Slashsteel pushed him self free.

"Ah that feels much better." he said, "Now Let's help you out here." he said as he tugged at her Rosario but it stuck, "Oh come on it came off last time?" he said. At that point more monster attacked. He then held them off, as he protected Moka. "Moka stay back." he warned as he slashed them all away.

"But?" she said, at this point one the tried to sneak up on them was also slashed by Kurumu?

"Kurumu?" Slashsteel asked as he held several back at once.

"I want to help." she said, "To say sorry."

"Well thanks!" the Loganian said. "Can you help by getting Moka somewhere safe?" he asked.

"No Ben I can help." she insisted.

"Not if we can't take off the seal." he countered. At that point everyone had someone to fight, and one was trying to sneak up on Moka. "Moka look out!" he said as he slashed at him, he then noticed that in his hands was Moka's Rosario. "Ah it came off." he said, in shock again.

Then in a large light Moka was now her true form, the large amount of energy froze all the monsters. She then looked at all the monsters.

"She really is a vampire," whispered Kurumu in awe.

"So you call me out to help with what ever these are?" Moka-sama said.

"In a sense," the alien said as he rubbed the back of his head being careful of his claws. "It was more of a fluke." he said.

"Hey being overrun with freaks here!" Cyborg said.

"Right I was going to use another form." Slashsteel said as he slammed the Ultimatrix on his chest. Then in a flash he was another new alien. He now looked like a tall humanoid insect. He was tall with overlapping green armor over his forearms, shoulders, legs, thighs, chest and head; he also black and brown exoskeleton armor underneath. His head looked somewhat like a grasshopper and a beetle. He had large green compound eyes, and a set of horns that curved back. On each forearm he had a pair of sharp blades. He also had what looked like wings on his back, and the Ultimatrix badges was set in the center of his armored chest.

"Stagshock!" he shouted.

* * *

Stagshock is and Univerian from the forest planet, of Probusca. There kind have impenetrable armor all over there body, they can jump, kick, and punch with great strength. The green shells on there body hold natural electric generation pockets that can generate over a 100,000 jolts or electric energy. That they primarily fire from there hands and horns. The blades on there hands vibrate at super speeds allowing them to cut most anything. They can also command all forms of non-sentient insects with special noise making systems. There kind is also known for making a violin like tune by rubbing there arms together in a similar manner to actually playing the violin. It is not known why they do this but it is believed to be a more emotional way of communication among others of their kind without speaking.

* * *

"Again you mess me up." The Univerian sighed as he looked at his new insect form. "Great I'm a bug." he then punched at one of the monsters and made him fly. He then fired a blast of green electricity at a group of monster striking them and making them all fade away.

"Interesting form." Moka-sama said. She then kicked away many of them.

"I guess this form will do his electric blasts seem able to deal some major damage to these freaks. Any way my plan everyone get them all in one place." Stag-shock said. Cyborg then smashed the ground making most all of the ones he was fighting fly back. Starfire then knocked them all back with a series of stat bolts, ad Raven pushed them back with her dark magic making them all collide together.

"I see get them all together for one more attack." Moka-sama said as she figured out his plan.

"Simple but effective." Stag-shock said. Moka-sama then kicked the rest into the pile. Stag-shock then charged up large amounts of electric energy that he fired from his horns at them making them all fade away. "Man these guys are kind of tricky." he said as his Ultimatrix flashed and he returned to normal. "This has been one really weird day." he sighed.

"Your telling me." Cyborg said, as he looked around for any stragglers.

"Still what where those freaks the seemed familiar." he said. "Huh freaks…"

"OK, what the heck is going on!-?" Kurumu demanded.

"None of your concern, succubus," said Moka-sama. "Oh, and I owe you a kick for trying to steal Ben away from me and my other self."

Kurumu gulped but then Ben stood between her and Moka-sama. "Don't," said Ben

"Oh and why do you protect this girl?" Moka-sama asked.

"Simply put she doesn't seem that bad. Trust me I've met bad it's nearly killed me more times then I care to count." he said. "So I won't let you hurt her. Even if I get my sorry but kicked it's what's right and I intend to stand by it."

"She did help us." Raven said, "Not like I agree a hundred percent here."

"What a fool," said Moka-sama before reattaching her rosario, "Just don't lower your guard around here. It would be bad for my other self if you died." While she was impressed by his power she was unimpressed by his ideals. She then reverted back to normal and slumped forward but Starfire caught her.

"Moka's other half seems mean yes?" she said holding her friend in her arms.

"Tell me about it I feel like she's going to kick my but all the way back to Bellwood." Ben joked.

"You too?" Cyborg joked.

"Well we should get back to our rooms." Ben said as Starfire flew off with Moka. Raven and Cyborg then started to walk away also.

Kurumu stood there watching, "Kurumu I'm flattered you wanted to flirt with me and all," Ben frowned. "But I don't appreciate being used as a tool against my friend."

"Sorry," Kurumu frowned sadly.

"Not a problem. Just try not to get carried away again, will ya?" he sighed. "Other wise the other Moka might kill you and me."

"Sure," Kurumu smiled weakly.

"Cool," Ben nodded. "Well, see you around."

Ben waved and walked away. Kurumu watched him go for a moment before a soft smile took her face. She also adopted a soft blush on her cheeks.

The next morning Ben was walking to school with Starfire, some things about the fight Ben and the others had been through had gotten out, apparently it said the some one sent zombie familiar after them. Now people think Ben has very powerful enemies after him, adding to his already dangerous status.

"Don't worry Ben I'm sure things will be understood soon." Starfire said.

"Yeah but I don't know any one who can make freaky monsters like that they normally send robots after me." he said as he scratched his head. "This is just weird."

"Guys!" they heard as Moka ran up to them. "Morning." she said as she stopped to catch her breath.

"Good morning Moka." Starfire happily greeted her friend.

"Morning Moka." Ben said, "Moka I wanted to say sorry for what I said yesterday."

"It's okay. I know," Moka smiled. "I know you wouldn't say things like that to me, or anyone really."

"Thanks Moka." Ben said feeling relived.

"So have you guys figure out what those things where?" she asked.

"No we have not." Starfire answered

"Well what ever they where, they must have been the reason for us coming here." Ben said, "But I do know that we haven't seen the last of them."

"Ben~!"

The group then turned around to see Ben get glomped by Kurumu, her breasts pressing against his face.

"It's nice to see you too but air leaving lungs!" he said as he tried to pry the amorous succubus off, but she then tightened the hug and his arms started to flail as he lost all his air, while his face was now blue. After a bit of struggle and help Ben got free.

She blushed and smiled as she handed him a basket, "I baked some cookies for you." She then spotted Moka and Starfire, "Oh, hello to you two also!"

"Hello." Starfire said at a lost for words.

"Hi," Moka said sourly. She was still trying to get used to having Kurumu around, the keyword being 'trying'. "So what are you doing here?"

"I've finally decided that Ben is to be my Destined One," Kurumu answered.

"Huh? Destined One?" Ben blinked in surprise. "Really?" Kurumu nodded.

Kurumu then said to Moka, "And don't worry, I won't Charm him again. I want him to like me for me. Besides I don't think it would work he seems to be able break my charm anyway."

"That be the Ultimatrix, it can deter mind control in my changed forms."

"Ultimatrix?" Kurumu asked, "By the way Ben what are you any way? So far I have seen you turn into three different monsters." she started.

"W-What… d-do you mean… that's against the rules." he stuttered worried.

"Like I care you have turned into three different monsters I have never seen before." she said, "What's your secret?" Ben then grabbed her by the wrist and dragged her off, with Moka and Starfire following. Along the way they dragged along Cyborg and Raven.

"I'll explain it on the way." Ben sighed in annoyance.

* * *

"So you're a human who can turn into different aliens?-!" Kurumu asked making sure she herd right.

"Yeah in a nut shell." Ben said as he and Cyborg ate the basket of cookies.

"These are good you made these?" Cyborg asked as he munched them down.

"That would explain why I didn't recognize them," said Kurumu thoughtfully.

"Same here, that's what I thought seeing him turn into Slashsteel." added Moka.

"But please keep this a secret?" Starfire asked.

"We could get in big trouble for this if any one else where to find out about our job here." Raven said, "They might pull us out and well have to leave."

"Oh, I will," said Kurumu as she hugged Ben. "I'm glad Ben decided to share his secret with me."

"Well it wont be much of a secret if he tells every cute girl we meet." Cyborg joked as he and Ben fought for the last cookie.

"Oh hardy har-har very funny Cy." Ben gripped as he lost the cookie. "Any way all seems normal now. I can't figure any thing else bad to happen besides those zombie things coming back."

"Same here we should try and figure out what those where." Cyborg said.

"Okay, seems like we have a plan." Raven said. "But what do we do about Kurumu?" she asked, "I mean she knows and promises to keep the secret but why?"

"Because Ben is my Destined one." she said.

"Destined one?" everyone asked.

"I explained it before my destined one is my mate of fate no others man will suffice." she explained.

"So Ben is your man now?" Cyborg asked with a chuckle.

"Yes." she said.

"But there must be more to it right I mean I know he saved your life but there must be something else?" Raven asked.

"How do you know?" Cyborg asked.

"Call it a woman's intuition." she said.

"I choose Ben because he can withstand my charm." Kurumu said.

"You mean the mind control thing." Cyborg asked.

"Yes a succubus knows a man is her Destined one when he can break your charm, and Ben was able to do so." she explained.

"But that was the Ultimatrix it can fight of mind control." Ben defended. "But only when activated."

"Well you broke it while human." Kurumu said. "You broke it on your own, and that makes you it."

"Your kidding me right?" Ben asked dumbfounded.

"Nope honey you're my Destined one." she said as she grabbed one of his arms.

"He can't be!" Moka cried, grabbing Ben's free arm.

"He is so!" Kurumu frowned as she pulled Ben back by his torso. "We're meant to be!"

Ben was starting to get a headache. What had he gotten himself into now?

"No, he's mine!" Moka lunged forward and bit his neck. "CHU!"

"YOW!" Ben exclaimed.

* * *

Some where in a dark room a thin monster like figure was sitting in a large stone throne.

"Master." a voice said as a dark figure walked in. "The advanced troops where stopped." he said, in his thick Transylvanian accented.

"By who?" the figure asked from the shadows one dark purple eye glowing.

"By Ben Tennyson." he said.

The figure then smashed the arm rest of his throne with his thin bony arm. "So we meet sooner then I thought." He then looked at his underling. "Have the others been found and restored?" he asked.

"Yes all your previous generals have been found and are being restored to there original mental and physical states." he said, "We might have a bit of a wait with Victor as his mind is totally gone and a new one implanted."

"Just do it, even if you have to lobotomize him, just do it." he ordered.

"Yes lord Zs'Skayr." he said as he walked away.

* * *

Dun-dun-dun and so an old enemy has returned and seeks revenge on the wilder of the Ultimatrix. What will happen to Ben, just wait till next time when Ben and the gang go club searching.


	4. Battle Under The Pool

Here is a new Fic called Ben10+VampirexTitans and as it says its a three way cross now its Ben10 meets Rosario+Vampire, meets Teen Titans. So Disclaimer all three shows belong not to me but there respective owners.

* * *

Ben and Cyborg where practicing there skill in combat in the deepest parts of the forest.

"Okay an let me have it?" Cyborg taunted. "Who's it going to be? Slashsteel? Ciegfree? Stagshock?"

Ben though it over as he searched through his selection of forms, he then stopped on one that like a humanoid plant. "I think I got a good one." he called over as he slammed the Ultimatrix. In a bright flash of green light wood/root like wines then covered his body with leafs and ordinary vines growing over him as well.

His transformation finished with his eyes flashing bright green like the foliage on his body. His body looked to be made of plant and vegetable matter he had several lighter green veins along his body and all kinds of plant like features all coupled together with wood over certain parts of his body, like parts of his forearms, his right shoulder, his legs his left having taller wood armor then the other, he had a wood covered chest with certain parts like his ribs and lower sides exposed showing his plant like skin beneath over all looking like a T on his chest, his head looked like it had a wood mouth guard, and vine like locks hanging back on his head with leafs sticking out of his head as well, all looking like messy long hair. He was now about six to seven feet tall and he had the Ultimatrix in side his wood chest.

"Overgrow!" he called in a voice that sounded like a southern California accent.

* * *

Overgrow is a Florosapien from the lush forest world known as Verde-7. There kind are in tune with nature and can manipulate plants to the point of mutating them into a completely different species or a cross between multiple plant species. There body can manipulate there anatomy both the vegetable and wood, by reshaping and stretching to incredible lengths. Giving them vast regeneration powers as well as making weapons from there body or solid constructs but the strongest is only that of wood. Or they can grow unique plants from there bodies for specific combat, survival or medical means. There strength increases with the amount of nature they have available even growing in size to about 20 feet.

* * *

"Neat I wonder what this plant guy can do?" he asked. He then sniffed his armpits. "All right this one doesn't stink, he actually smells good." he laughed as he took another sniff "Ah like flowers." he joked as he made flowers grow from his pits.

"Come on man a plant that the best you got?" Cyborg joked.

"Joke all you want but some of my plant guys can be very tuff to beat." he said He then flexed his hand as it grew into a wood hammer. "And I think I'm, going to like this one." he said as he charged at his friend with a battle cry. He smashed his wood hammer fist into his face making him fly back, but Cyborg set him self right and skidded to a stop.

"Wow this guy can pack a punch." he said as he wiped his chin. He then charged and slammed his fist into to Florosapien making him sly back into a tree. "But he leaves much to be desired in the sturdy department." he groaned as he got back up. He then slammed his hands onto the ground making several vines shoot from the ground and grab Cyborg.

"Neat trick." Cyborg said, "But I got this!" he said as his hand became a buzz saw. He then cut him self free. He then fall and slammed his hands into the ground making a shock wave that sent Overgrow flying.

"Wow!" he said as he flew through the air, he waved his arms like an idiot hoping to catch something. He then stretched his arm out and caught a branch. He then swung his way back to the ground. "That was awesome!" he said as he retracted his hand. He then shot vine from his hand and grabbed a high branch, "I've always wanted to do this!" he said, He then got a running start. "AHHHHH!" he shouted like Tarzan and flew through the woods, He then made more vines that carried him around in a manner like Spiderman web swinging.

"That's a neat trick." Cyborg said as Overgrow came in and kicked Cyborg like a wrecking ball. He was sent flying through the air and crashing into the ground leaving a long crater along the ground of upturned earth. "Man that hurt…" he groaned as he sat back up. But before he could he was wrapped up in more vines that eventually turned into wood like roots.

"And that's check mate my friend." Overgrow said. He then made the roots disappear and he helped Cyborg up.

"Dang man how come all these forms of your got to be so dang good." he said as he was helped up. At that point Kurumu and Moka walked in.

"Ben!" Kurumu cheered as she jumped into the arms of the Florosapien.

"Hey Kurumu." he said blankly, "You'd think I'd be use to this?" he asked dryly as he let her go onto the ground. At that point the girls then smelled Overgrow.

"Ooh Ben this form smells so good." Kurumu said. "Its intoxicating." she said as he now looked worried.

"Hah this dude is a walking perfume department!" Cyborg laughed.

"A perfume department that drop kicked you into the ground." he shot back, as Kurumu continued to sniff Overgrow. "Okay Kurumu that's enough," he said as he started to walk away, But she just followed, "No really that's enough!" he said as he flat out started running. "Wait shy didn't I do this before?" he said as he slammed the Ultimatrix.

"Ciegfree!" he called as he flew away at incredible speeds.

"Ben!" she called as she flew after him.

"Poor Ben." Moka said with Cyborg nodding.

"Rally Kurumu I'm not even Overgrow any more you can stop!" Ciegfree cried as he out flew the amorous girl.

"Hahaha!" Cyborg laughed at the circumstance Ben was in, Moka only scowled at Kurumu.

* * *

Later that night Ben was in his room dressed for bed which consisted of shorts and a shirt. He was sitting in his bead with headphones on and music blasting. He then noticed his Ultimatrix flashing. He turned off the music and moved his head phones back. He then turned the watch on showing Azmuth.

"Good evening Ben Tennyson here is another lesson on the abilities of the Ultimatrix mark II. As I told you it has a power boost function that gives you a temporary increase in you strength." his Hologram explained. "you do this by swiping your finger over the badge of the Ultimatrix while in your transformed state even Ultimate. And It will glow brighter and start to deplete like an hourglass but once its all out you will be forced back to your human form." he explained. "You can stop it by swiping it in the reverse direction of how you did it and you will still be able to maintain your transformation."

"So that's how it works!" he said surprised. "Well now I got a new trick." At that point he heard a loud scream!

"What!" he asked as he looked out the window. He then saw a blur run away from the girls dorm a little way across. "What is that?" he asked.

"Ben!" a voice said as Kurumu landed In his window.

Ben blushed bright red from seeing her night gown. "Kurumu what are you doing here?" he asked.

"I was scarred." she said, "This peeping tom has been peeking at girls." she said in a fake worried tone.

"Peeping tom?" Ben asked, "Ah man guys like him are jerks." he said trying to not pay so much attention to her short and small night gown.

"I know but I'm kind of worried." she said, "Could I maybe stay here you know for protection?" she asked in a cutesy tone.

"Good night Kurumu." Ben said as he pointed to the window. "We have school tomorrow and I still have some work to finish."

"Ah…" she complained.

"I'm serious even if I'm here on a job I still have to keep my grades up or my folks will fly all the way here to kill me." he said, "How about if you leave I'll walk you to school tomorrow?" at this Kurumu's eyes twinkles with delight.

"Yay!" she cheered as she hugged him.

"Okay that's enough." he said his face red as a tomato. "Now go on back to your room." he said as he pulled her off.

"Kay good night Ben." she winked as she flew off.

"If the monsters here don't kill me then the girls will." he said as he closed his window and made sure to lock it. He then sat back on his bed and turned his music back on. He also went back to work on some school work, that he finished soon, and he then started to write a letter to his folks, Grandpa and a video letter for Gwen and Kevin. He then fell asleep after a while.

* * *

The next morning Ben was in class after walking Kurumu to class, much to Moka's annoyance, Raven didn't notice Cyborg laughed ad Ben having her hang off him like a bracelet, even Starfire seemed a little jealous. But Ben shrugged it off as he made a promise and he kept it.

The gang was in class listening to miss Nekonome. Ben was looking through the Ultimatrix selection to see if he had any new forms or to check out what the forms looked like to get an idea of how they worked. He figured out how to turn off the hologram function so he could look at them in a picture way it was an easy way to see them in class. He looked over most of the forms he had used already, and then went onto another one that looked like a little bit like Ripjaws. He ignored it and put his book that was covering his face and Ultimatrix.

"Now then," Miss Nekonome smiled. "Because our school is made much like human schools, joining a club is mandatory in our curriculum. That way we will be able to join the human world much more easily."

Ben scratched his head. He really was getting used to the fact that he had to join one of the student clubs. Then again, a lot of these people weren't human and hadn't been raised in the human world. It made sense that they needed to get used to the things that humans did. Still, Ben was probably an expert at what humans did. He had been living like one his entire life.

"But sensei!" one student called as he raised his hand. "If that's the case then you'd get an F for your disguise."

"Oh he dead," Cyborg said under his breath so only those close by could hear.

"Ara?" Miss Nekonome blinked. She looked at her behind and spotted her tail. She then poked at the feline ears on the top of her head. She looked between her obvious feline features and then back at the student who pointed them out. She was then a flurry of movement. "RAWWR!"

"Gyaaah!" the student suddenly cried. His face was suddenly covered with scratches. He dropped back into his seat, seemingly in a daze.

"Man girls are scary when you say things they don't like," Ben gulped. " Especially monster girls their even scarier."

"Especially since they can scratch your face off like Slashsteel does to trees." Cyborg whispered back making the two chuckle a bit.

"Anyway," Miss Nekonome smiled, somehow looking fine even though she had just mauled one of her own students.

"All the clubs will be running booths all day! Don't be afraid to visit the Newspaper Club too. I'm the adviser so don't be shy!"

"Is she allowed to advertise clubs like that?" Raven asked.

Ben snickered at the blatant advertising. Still, he had been wondering if there was a soccer or some kind of sports team he liked here at Youkai Academy. He hadn't seen much in terms of sports teams since he came to the school. Of course, with all the fights he had gotten into, he hadn't been able to check.

"C'mon Ben!" Moka smiled as she took her friend's arm. "Let's see what kind of clubs are out there!"

"Oh, right!" Ben nodded.

"Hey wait for me!" Kurumu wined as she ran after them.

"I can't miss this." Cyborg snickered as he ran.

"Well this should be a fun way to spend the day." Raven said as she followed.

"Wait for me." Starfire said as she followed.

* * *

Classes for the rest of the day were cancelled because of the day's "Club Fair". All the school's clubs had set up booths to advertise their clubs and to draw in new members who were interested in joining. Ben looked around with a look of wonder and amazement. If he didn't know better, he would think that this really was a human school and not a monster school trying to mimic one.

"Ben, have you decided on a club yet?" asked Moka who was with him.

"Well, I was hoping to join the soccer team," he answered. "I was always really good at it." he said, "I was pretty good at baseball once but I like soccer more."

"I wonder if they have football or tack and field, or basketball." Cyborg said happily.

"You like sports huh." Kurumu asked.

"Yup it was a big part of my life well you know before the accident." he said kind of sad.

"Oh sorry, we didn't know." Moka said feeling sad.

"No it's okay just a sad past." he reassured.

"How are all these sports played?" Starfire asked.

"That will take even longer to explain Star." Ben said, "Is there any thing your looking for?" he asked.

"I was never much for social interaction on my home planet, my only companion was a gorbadan." she said.

"Please tell me that's some kind of alien pet?" Raven asked.

"Or a toy?" Kurumu asked also.

"Come on now we need to stay on track here we all need to join a club." Cyborg reminded.

"Well, if I was going to join a club, I wish it was with all of you," said Moka honestly.

"Let's look around for a bit, OK?" smiled Ben. He then pulled out a sheet of paper that listed all the clubs in the school. "There are so many."

"Are you all looking for a club to join?" a beautiful girl with aquamarine hair asked. She was in a bikini and sarong. Ben blushed bright red when he saw her. On account that she was also incredibly HOT!

"Uhhhh..." Ben stuttered as Cyborg's jaw dropped and hit the ground with a loud clank.

"I'm Tamao Ichinose, 2nd year student and President of the Swimming Club," she introduced. She looked Ben over.

"You're Ben Tennyson, right? I've heard a lot about you."

"You have?" he blinked.

"You have?" Cyborg asked equally shocked.

"There are a lot of rumors about you," she leaned in closer. "They say you can change into a lot of different monsters. I wonder if they're true."

"Well, you now how things get exaggerated," Ben shrugged. It seemed he had gotten a lot of fame through his Ultimatrix-powered exploits and that's here at this school back home it's bad enough.

"Or there spot on." Cyborg snickered earning an elbow from Raven making him stop.

Moka, Kurumu and Starfire weren't liking how Tamao was being too friendly with Ben. They gave the older girl a dirty look before Moka grabbed Ben's hand. "Ben, let's look around some more. Maybe we can find the soccer team. Or one of the other sports teams."

"Oh, OK." He said to Tamao, "See you around."

"Come back anytime," Tamao smiled back. "You're most welcomed." She watched as Moka and Kurumu dragged Ben off. Cyborg followed dumbly after a second to regain him self more like reboot.

Ben was a little confused as to why Moka was being so upset, but he figured how he was looking at Tamao probably didn't help. But in all honesty, when a really hot girl walks up to you in a bikini, she can get kind of distracting.

* * *

A while away Ben was finally regaining his mental state.

"You where ogling her." Kurumu accused, making Ben blushed.

"No… I mean I didn't mean to," he stammered, "But can you blame she was walking around in a bikini."

"And its kind of guy nature for a dudes eyes to stray over to a pretty girls figure." Cyborg defended.

"That's all the same thing." She defended making them Ben look away in embarrassment.

"Please lets not fight." Starfire pleaded, with Moka nodding in agreement.

"Ben, if you want to see a girl in a bikini so much then I'll put on a bikini right now!" offered Kurumu.

"Kurumu!" Moka cried.

"Ah…" he stammered at a lost for words at the moment.

"I swear some guys get all the luck." Cyborg joked.

"Let's just look around." Ben suggested with a pleading look.

"I agree." Starfire said.

"Any thing to get this over with this is getting kind of old." Raven said.

* * *

The gang was walking around all looking for a club to join. First stop was the Photography club seemed normal. But it was full of perverted weirdo who wanted the girls to join so they could pose for more 'Artistic Pictures'.

The Next thing the president knew he had his face scratched and his camera slashed to bits. "Uh-uh-uh this figure is meant for Ben's eyes only." Kurumu said waving her finger in a no-no manner.

"Man even when Ms. Nekonome isn't giving a lesson she still teaches us something." Ben joked as the guy was on the floor screaming in pain from Kurumu's scratches.

The next stop was the Chemistry club it seemed interesting to Cyborg as he was more then just brawn's he had one heck of a brain also. But again a bunch of weirdo's who wanted Moka to join so she could sample some of there love potions.

Cyborg then stepped up. He looked over the vile. "This stuff would sooner give you the runs then make some one fall in love."

"How do you know?" the nerdy club president asked him.

"Well it's full of…" Cyborg started as he explained step by step why this creation would be a bad idea to drink.

"I had no Idea Cy was so smart." Ben said.

"It's a shock given his really big and sporty demeanor." Moka said with Kurumu nodding in agreement. After Cyborg completely humiliated the clubs members with his superior knowledge the group all went on there way to see other clubs to see if there was a more normal one.

After searching the club fair for a club for the group they eventually took a break as there seemed to be just something wrong with each club.

"None of these clubs seem to be for me," Moka huffed as they all sat down at a bench for a drink.

"Did you see that guy from the Acupuncture Club?" Ben asked incredulously. "He looked like something out of a horror movie. Some kind of pinhead or something."

"Man that was creepy but not like that guy from the Mummy club I mean was he an actually Mummy?" Cyborg asked.

"I don't know the last Mummy I met was actually an alien with similar characteristics that tried to kill me." Ben said.

"There are alien Mummies?" Kurumu asked.

"Yup but it doesn't matter I dealt with him back when I was ten." He said.

"Oh that's right you got your powers back when you where a kid." Moka said.

"Wow you've been fighting evil creatures since you where ten years old?" Kurumu asked.

"That's kind of impressive." Raven admitted.

"Oh right I never told you my old stories." Ben said as he realized "Another time I promise." he reassured as Cyborg looked very bored and dejected from all there club failures.

"Aren't there any decent clubs?" he asked as he face planted on the floor.

The group let out a collected sigh. They were going to get in trouble unless they managed to find a club that suited them. Too bad the interesting clubs had people who were obsessed with one, two or all of them. Among the clubs that tried to bring them in was the Video Game Club that desperately wanted Ben and Cyborg to join since they wanted to know how he was 'Leveled Up' to beat Saizou. The girls of that club were doing their best with their cosplay outfits that resembled the scantily dressed characters from games. They where really interested as they both loved Video games but they wanted to join a club with all there friends and Moka, Starfire and Raven didn't feel up for it.

"Oh? Still having trouble?" a voice asked from the side.

The trio turned to see whom was talking to them and found Tamao. She was still in her bikini and sarong, leaning next to a drink machine with a can of iced tea in her hand. She still had that easy smile on her face. Moka stiffened slightly, Kurumu and Starfire just frowned, Ben simply nodded and Raven and Cyborg seemed to not particularly care. It was hard to pay attention since she was still in her swimsuit.

"We're still looking," Moka insisted as she shuffled closer to Ben. "There are plenty of clubs left."

"I'm sure," Tamao nodded as she walked up to the group. "You know, the Swim Club is holding an exhibition show for future members. Maybe you should consider it?"

Ben then spoke up, "Well it seems like a good idea." he suggested.

"Let's be honest most guys are only there to see the hot girls in bikini's." Cyborg groaned as Ben kicked him to wake him up. "Alright I take it back." he joked as he got up. "But it does sound cool." he said.

"Um…" Moka hesitated. "Swimming?"

"Hm, I heard that you're a vampire, Moka Akashiya," said Tamao and Moka gasped. "Wonder if all the rumors of that are true."

"Rumors?" asked the wielder of the Ultimatrix. "What rumors are you talking about?"

"It's nothing," Moka spoke quickly. She looked up to Tamao's challenging gaze. "We'll be there." she said, as she shot her own challenging gaze.

"Very well then be sure to bring swim suits." she said.

"Sure," Ben nodded. It wasn't like Moka to be so confrontational. Ben figured that something was bothering her.

* * *

"Oh…my…good…god!" Ben and Cyborg murmured in English.

They were sure that they had just dies in the changing room and went to teenager heaven. There were pretty girls in bikinis everywhere. They were splashing and giggling with the boys who had come. Ben was tempted to pinch himself to see if he really was dreaming or not. Cyborg would have done it but metal skin so a bit of a waste. They where both standing at the Gate looking at Olympic sized pool it looked twice the size of a football field and was really deep.

It all looked like some kind of pool party. Ben was dressed in dark green shorts, and Cyborg made his ID mask make blue shorts with white circuit marks like his armor. They where just standing there looking at the sight before them.

"BEN!" Kurumu tackled into the boy who was caught by surprise.

"Kurumu, hey-" He then took notice of her. _"Whoa-ha-ho!"_

"Oh, do you like it?" she smirked as she did a sexy pose that made her breasts bounce. She was clad in a yellow bikini that didn't leave too much to the imagination. Ben nodded dumbly. She then hugged his arm to her chest. "Well, I hope we can get some alone time later. Then I can take it off for you."

"Huh… huh…" he stammered his face bright red.

"Well you two have fun." Cyborg snickered as he left to go swim.

"Wait Cy don't leave me here!" Ben said nervous as the bluenet grabbed onto his arm.

"Come on Ben Let's go swim." she said as she dragged him off.

Moka was the only person still in her uniform. She looked extremely uncomfortable and skittish around the pool. She was eyeing what everyone was doing carefully and was staying far away from the edge of the water.

As Ben was being dragged off he noticed Moka not looming like she was having fun. _"Ah man I am such an idiot." _he mentally kicked him self, _"Vampires and water not a good thing. I should have figured it out, Vampires cant cross water or was it Holy water burns them, ah man! One of them must be true. That or she's just Hydrophobic." _

"Are you okay Moka?" Starfire asked as she came in dressed in the school swim suit. "You seem distraught." she said.

"It's nothing Starfire." she said putting on a brave face.

"No something's up." Raven said as she was the only other person still in her uniform. "It have something to do with Ben ogling all the cute girls in swim suits?" she asked.

"No I know Ben is nit that kind of person, it's just not a fan of the water." she said.

"Why is that?" Starfire asked.

"No reason in particular." she said.

Ben and Kurumu where sitting at the edge of the pool with there feet just dipping in. "You Don't seem to be having fun." she said.

"It's not that, I just feel like I made a mistake, a big one." he said, she then looked at him.

"You fell bad for bringing Moka here because she doesn't like it here huh?"

"Yup pretty much." he said. "I feel like such a dork." he said. Kurumu then put a hand on his shoulder.

"It's okay you didn't know she didn't like the water." she said, "She'll forgive you if you go make it right." she said,.

"Thanks Kurumu you rock, you know that."

"It's a gift." she said, with a happy smile.

"Well hello there."

Ben and Kurumu turned and again found themselves looked at Tamao again. She was without her sarong, but the bikini was still there. Ben gave an admirable effort not to stare at her figure. Moka huffed again at the appearance of the Swimming Club captain.

"H-hey," Ben waved.

"Hello," Kurumu nodded stiffly.

"So having fun Ben?" she asked in a flirty tone Kurumu didn't like even Moka from a distance was giving a sour look from what she could see. "Come on enjoy the water take a swim." she encouraged.

"Well…I dunno," Ben muttered.

"Oh come on," Tamao giggled as she took Ben's arm. "All work and no play makes you a dull boy, you know."

She then took Ben away in a hurry, and Kurumu followed her. Moka tried to follow also but a splash of water made her back away in fear. Looking up, Tamao and Ben had vanished into the crowds of people.

Boys were surrounding the pool, admiring and cheering on the bikini clad beauties on stage. There where games like chicken fights and even a singing contest. Ben was present but he wondered where Moka was. He wanted to talk to Moka to see what was wrong.

* * *

As for where Moka was, she was sitting in an alley between two buildings, gritting her teeth in pain. Some of the water had gotten on her and now she was in pain. To vampires like herself, water was a weakness and in her sealed state she was feeling intense pain.

Her rosario suddenly spoke, "_You fool, why did you even go near the pool? You should've stayed away_. _You know what water does to us_."

"I just wanted to be with Ben," she said, shivering.

"_Fool, if the boy can't see how hurt you are he's not worth the trouble._"

"I thought you liked him."

"_I just admire his abilities with those alien forms of his but he hasn't earned my full respect yet_." Indeed. To earn Moka-sama's respect took more than just strength.

* * *

Ben and Cyborg were drifting along the water, albeit the latter had to wear pool floaters to stay adrift. The view was nice and the girls seemed friendly, even helping some of the boys who had trouble swimming. Still, Ben suspected that those guys were only pretending to be having trouble so the girls would hold them.

"Man this is kind of getting boring." Cyborg said. "If they where having a barbeque then it be better." he said. "Man I could go for a good burger."

"I could go for some chili-fries and a smoothie." Ben said he then notice Moka near the fence along the edge of the pool. He then paddled over to the edge of he pool. "Moka!" he called getting her attention.

"Hi Ben." she said.

"Hey you okay your not looking so good." he said.

"It's nothing." she said.

"No it isn't, you know if something is ever wrong all you have to do is say so why didn't you tell me you didn't like the water?" he asked. "I mean I'm not even having fun. When I swim I swim for fun and to cool off, but this isn't much of cooling off." he said making her smile. "In the future tell me if your feeling uncomfortable with something, and I promise to be a better friend."

"Okay!" Moka smiled.

Ben was about to say something but they both suddenly heard screaming and when Ben spun around, he saw the Swimming Club girls biting the guys and the guys started to turn into dry and wrinkly husks. "What's going on!" shouted Ben.

"Ben, get out of the water!" shouted Moka as she reached for him but a splash of water caused her to recoil.

"Moka!" Ben cried but the water began choppy and messed with his balance.

"Sorry, Ben Tennyson, but I can't really do that," smirked Tamao. She then swam closer. "You know you smell a lot like a human I think I might just have a crush." she laughed.

Ben found that her legs were replaced by a large fish tail. Her ears were likewise replaced with fins of some kind. Obviously she was some kind of water aligned monster. One that Ben had to get away from. Unfortunately, Tamao proved to be fast in her true form, wrapping her arms around his torso and dragging him down.

"_This is not good!" _Ben said in his mind as he was dragged to his doom.

"Ben!" Cyborg shouted as he held back two girls. He was then pulled out when Raven levitated him out. "Thanks but what about Ben?" he asked as he could see Ben being dragged way to the bottom.

Ben struggled he then got his hand close enough to the Ultimatrix to turn it on, luckily he left on the form he saw earlier that looked aquatically aliened as well. _"Now's a good as time as any to see what this one does." _he thought as he slammed down on the dial. Then in a flash of light Ben was now free as his body changed. His bones reshaped and his legs turned into a sort of fluke like tail, he grew spike like shapes on his back and arms that all reformed to dorsal fin like shapes. A hole then opened on his head.

His new form looked like a large semi humanoid blue and white dolphin his upper body had arms and a muscular system like our own. His head looked like a normal dolphin's with a dorsal fin on the back of his head he also had one on his back and on each arm. His lower body was a flipper like tail. He had a blow hole on his forehead, and it all had the Ultimatrix badge on his chest. His green eyes opened as he swam to the top at incredible speed to get some needed air.

"Deepend!" he shouted in a high pitched almost child like voice, as he jumped into the air.

* * *

Deepend is a Submersian from the water planet of Atalania. There kind are normally peaceful but do not let the cute and adorable look fool you there kind are incredible underwater fighters. There kind are incapable of land travel because there tail fin is a permanent part of their anatomy. But the fins can spin in a way like a propeller allowing them to exceed speeds of a hundred knots. They are remarkably strong able to lift several hundred pounds under water at great depths. They have underwater sonar able to search around them for food, and other prey. They can also shoot water from there blow hole at high pressures able t6o leave a nasty bruise.

* * *

"Hey what a stroke of luck I'm Shamu." Deepend joked as he swam around, without a care in the world.

"You dare mock us?" Tamao asked him angrily "Get him!" she ordered as all the members of the swimming club then made a break for him.

"Now now no need to do that." he said as he slammed his tail fin into one of the girls making her fly out of the pool. He then dived to the bottom. The girls all followed but found them selves knocked away by the Submersian. He then grabbed tow of them and made his fluke spin like a propeller and send him at great speeds to the top of the pool he then tossed the two girls up into the air. He then fired a blast of water from his blow hole that sent the girls out and over the fence.

"Wow that's one tuff fish." Cyborg said.

"Technically he's a mammal because he's a dolphin." Raven said as the two girls landed outside the pool.

"Shouldn't we help him?" Starfire asked.

"I think he can handle it." Kurumu said.

Deepend was fighting off all the girls that tried to attack him by punching them or smacking them with his fluke. They all where sent back or where knocked out and floated to the top. He then saw around them all at super speed using his tail again and hit them all from every angle like a barrage of bullets from every angle. They tried to catch him, but the alien proved to be to fast to catch. With in a few minutes all the swimming club members except Tamao where all knocked out. She then looked at the Submersian as he stopped in front of her the two locked eyes with a serious glare shot between them.

The tow then dashed at one another at incredible speeds from opposite ends of the pool. There was a sudden explosion from the pool as the two images beneath the water collided. The water splashed in all directions, soaking almost everyone. Raven cast a protective shield so Moka wouldn't get wet. Everything was silent as the water calmed down. Then from the pool they could see a figure jump out of the water they saw Deepend rise from the water with a spectacular jump and land back in the water as Tamao surface back in her human form but completely knocked out.

"BEN!" every one called as they rushed over to the alien.

"I'm fine Deepend had no problem with them his skill in the water is much better then theirs ever will be." he replied as he came out of the pool, he then flashed back to Ben. "Man I could like that form."

'_Well, well,_' Moka-sama pondered through the rosario. She was pleased to see that the American had finally took notice of her softer side's discomfort. '_So the boy can be taught._'

"Well it's all over now can we go and get something to eat?" Cyborg asked.

"I'm up for that fighting really builds up an appetite." Ben joked.

"Sure I could go for some food." Raven said.

"Why not." Kurumu replied.

"Well looks like my big idea was kind of pointless at this point." Ben sighed to him self.

"Big idea, what big idea?" Moka asked.

"Oh it doesn't matter any more moments kind of gone." he said. "So how about we get dressed and go eat."

"Yay!" Starfire cheered as they all made there way out of the pool.

* * *

But the gang had no idea was coming at that very moment.

"Is it all ready?" A tall figure covered by shadows asked, to several minions as they set up a machine. One nodded as it flipped a switch that made a large purple portal open it showed a sky shot of the school Pool where Ben and the others where. "Good now send in Gilla." he ordered as another figure came in. He was a tall green scaled alien that looked like a fish and a lizard combined. He looked like a Gill man only his eyes where a deep purple.

"You called?" he asked in a teenage voice.

"Go and take these troops to kill our masters annoyance Ben Tennyson." the cloaked figure said.

"On it." he said in a sing song voice. He then jumped in with several of the Zombie like minions following.

* * *

Back with the others they where about to leave when another dark portal opened in the sky. They saw the same figures fall around the pool only this time a dark green figure landed in the pool. He then exited showing him self. He was a tall Gill man like monster with fins along his face arms legs and shoulder. He had beady purple eyes and three spikes on the top of his head like a crown.

"Again this is not good." Ben groaned as they all saw him rise out of the pool and eventually just stand on the water.

"Greetings Ben Tennyson it will be my pleasure to kill you." he said, He then pointed an all the minions shifted into there second form. "Sick-em!" he ordered as they all attacked.

"Looks like one more time today it's Hero time!" Ben shouted as he slammed down on the Ultimatrix. But nothing happened. "Ah come on!" he said it then flashed yellow.

"**Uncatalogued Alien DNA detected!" **the Ultimatrix said as it scanned the Gillman alien.

"Was that it?" he asked.

"So now you scan things?" he asked as it then popped back up "Finally!" he said as he slammed the Ultimatrix. "Ciegfree!" he shouted after a green flash. "Ah man I wanted Stagshock." he complained. "Oh well time to go fishing!" he said as he flew at the Gill man alien. The two then punched at each other making the water shake violently.

"Why is it we can't go a week without getting attacked?" Cyborg asked as he smashed one of the minions attacking him. He then fired his sonic cannon at another one that was attacking him.

"Maybe its just dumb luck?" Raven said as she made a shield to keep away the minions. She then made the shield into a bubble that crushed several of the creatures inside of it.

"Go get him Ben!" Kurumu cheered as she slashed away several of the monsters that tired to get Moka. Starfire then fired star bolts at many of them but there was still more this time than before.

Ciegfree kicked away from the Gill man alien and skidded to a halt on the surface of the water. The two locked eyes for a moment before the charged at each other again, Ciegfree then leapt into the air and lifted his leg similar to a ballet performer jumping into the air, his foot met his face and sent him flying back. The Gill man sank to the pool but resurface again.

"Not bad but I'm in my element here try and be real here." he said as he then puffed up his cheeks he then made a bubble at his mouth. The next thing the Cygnusapien knew he was being bombarded by shots of pressurized water that hit him all over. He flew back several feet before he set him self straight.

"Okay that was both gross and cool." he said as he stood in the air. He then crossed his arms. "Feather Storm!" he shouted as he spun around like a mini twister and started to rain his sharp feather kunai's on the pool. The Gillman alien swam all around but they kept raining down on him from all around. Many times he found them scrapping against his skin. He then fired back shots of water from the pool and there barrage's met each other in the air and sounded like clangs if bullets against metal. Water drops and feathers fell around and in the pool.

"Kay this is not working." Ciegfree said as he stopped spinning. "So lets see if you can handle this?" he asked as he flew down and hit the Ultimatrix. "Stagshock! Okay lets see if fin face likes to be a fish fry?" he asked as he charged electric energy in his hands.

"Ben wait the mermaids!" Raven warned as she pushed back one of the Zombie minions.

"Oh right I almost forgot they where in there," he said he then fired a blast of lightning at the zombies near Raven. "Rae can you get all the mermaids out of the pool so I can fish out Gill boy?" he asked as he fried more of the Zombies.

"Maybe." she answered as she kicked away one of the Zombies. "But I'll need to be able to focus." she said.

"If I can open a small window can you just move them out of the water?" he asked as he punched a Zombie making it fly away.

"Sure!" she said as Stagshock then let lose a large blast of electricity at the on coming Zombies, she then levitated all the mermaids out of the water.

"Alright!" Stagshock cried as he jumped up to the diving board. He then jumped off. "Cannon ball!" he said as he went head first into the large pool he then released a large surge of electricity upon splash down The Gillman alien then jumped out of the pool screaming in pain. "Looks like we scored us a big one!" the alien said as he resurfaced.

"Ah man that hurt." The alien said as he looked up to see Cyborg crack his fist.

"Hello fish face." he said he then punched him and sent him flying back into the fence. "Booyah!" he said.

"Not bad but I an do better." the Alien said as he got back up. He then took in a deep breath, his body then grew in size and bulk. He was now twice his size and was made of muscle. "So what do you think?" he asked.

"Oh boy." Cyborg sweat dropped. He was then knocked back. The alien then felt a small tickle on his arm. He turned to see Stagshock aiming his horns at him and electricity sparking off them.

"Hah not so useful now that I got the advantage in size here." he said as he lifted Stagshock up. He then slammed him face first into the pool he then punched him making him fly into Cyborg. Stagshock then reverted to Ben.

"Man that hurt." Ben said as he got up.

"I'll say Stagshock is one hard head." he joked as they got up. "So now what think Deepend can take care of him?"

"Maybe or I could just turn this guy into sushi." he said as he selected Slashsteel. He then slammed his Ultimatrix. "Pinchhitter!" he shouted in his new from he got from the flash of light.

He was now a large 10 ft tall Crustacean with a spiked two colored shell. One was a dark Purplish/Blue, with Red shells as well. He was tall and muscular looking with broad shoulders. His face looked like a crabs with mandibles and eyes set in his head. He had crab leg like appendages on his shoulders and hips. His arms where red with blue hands. He had large spiked legs with two clawed feet. His belly had a triangle shape with the peak of the triangle at the center of his chest. His Ultimatrix badge was set in the peak of the triangle in the center of his chest.

* * *

Pinchhitter is Cancerian from coral reef planet Crustanic, there kind are known for being described as an underwater Demolition and Construction crew. They have an impenetrable shell, and super strength. They can freely change there hands back and forth between claws. They can produce a foam from there salivary glands that can be either a cement like solution of a powerful acid. There claws can also shoot a powerful sonic blast but this powers is best used underwater; in normal air it's more of a burst of sound then a directed sound bullet. The strength behind there claws can cut steel beams and there claws can act as drills to dig into the coral reefs that are there homes.

* * *

"Great now I'm a plate of crab sushi." he said in his groggy voice as he looked over him self. He then caught a punch from the alien. "Nice try fish boy." he said as he punched him into the pool. He then jumped in after him. The two then started to wrestled under the water thee strength equal. Pinchhitter then punched the Gill man alien and sent him flying to the other end of the giant pool. The Gill man then swam back but met another fist to his face. At that point Pinchhitter made his forearms into large crab claws. He then smacked them into the Gillman alien making him hit the bottom of the pool. He then swam after him and aimed his claw. He then snapped it with a audible 'Bang!' And he fired what looked like a stream of bubbles that hit the Alien and made him hit the pool bottom again.

As the poor alien was regaining his senses his body returned to its normal state. He then was covered in a foam like substance that quickly turned into rock like concrete. He struggled to get free but had a hard time. Stag shock then aimed his claw one more time before waving good bye. He then opened his claw farther then before and made it grow out to the size of a fiddler crab claw to his body proportion. He then closed and fired a bigger stream of bubbles that hit him with great force that made the pool and the ground around it shake like an earthquake.

Everyone watched with baited breath to see what happened next. Pinchhitter then walked out with the alien under his arms and his arms tied in stone cuffs. He then plopped him down.

"And from this moment on…I hate pools!" he said as he fell to his knees and changed back to Ben.

"Ben!" Kurumu and Moka shouted as the ran up to him Moka was alight with checking if he was fine as he was her friend and every time he changed back and forth the water is gone.

"Ben are you alright?" Moka asked as she helped him up.

"Fine to many changes in one day result in fatigue." he explained. "And I think I'm a little out of touch." he joked.

"I'm just glad your alright." Moka said.

"No like I said I've been through worse." he said.

"Of course my Destined one has to be really strong." Kurumu boasted to her self.

"You know I'm right here." Ben smiled.

"Wonderful we have a lead as to who is behind these attacks" Starfire said.

"Then lets get to asking… where did he go?" Cyborg shouted seeing as the Gillman alien was now gone.

"Ah man how did he do that?" Ben asked.

* * *

At the far end of the woods, the alien known as Gilla was resting against a tree as he shot a bullet of water. As the cuffs holding him.

"I'm going to get that kid." he said. "Thanks for the help Phanto." he said to no one that was there.

"No problem." a voice said, it sounded like he had a thick British accent and sounded like a young man. A figure then appeared in front of him his body looked to be made of purple bandages but his figure was solid and human like, he had purple eyes. He stood there, before disappearing again. "You know me in and out the way we invisible's likes, like it." he said. "Blokes like Ben Tennyson are tuff they always got a trick up there sleeve." he said. "I think you should lay low so the boss doesn't whack you." he advised.

"Thanks I will once Tennyson is dead the boss will be so happy he wont care I messed up." he said, "I guess I'll go live in the ocean near here till then."

"Take care mate." the Invisible alien known as Phanto said.

* * *

Ben and the gang where all sitting out side the pool, all of whom where in there normal close. Suffice to say none of them wanted to join the club. By that time most all of the clubs where taking down there stands and had been filled up.

"Man all the good clubs are full by now." Cyborg groaned. "And any club that has room is full of freaks."

"Yup man this stinks." Ben said.

"Well we spent all day fighting off fish monsters." Raven said, "Of courses the day is going to go by fast."

"It is no one's fault, here." Starfire said.

"Yeah we just got really side tracked." Kurumu said.

"Still this is all my fault." Ben said.

"Hey I wanted to come to it ain't all you man." Cyborg said.

"What's this?" asked a cheerful voice and they turned to see their teacher, Miss Nekonome, looking at them. "Why so glum?"

"We don't have a club to join," said Ben.

"We kind of wasted our time doing nothing." Cyborg followed up.

"And fighting." Starfire said.

"Oh, no problem!" said their teacher with a knowing smile. "Why don't you all join the Newspaper Club? All our members graduated last year so it's pretty empty. How about it?"

Ben perked up. "Hey, that's not a bad idea." It was a chance for him and Moka to be in the same club. He turned to his pink-haired friend, "What do you say, Moka?"

"It sounds like a good idea," said Moka.

"Hey, let me join too!" said Kurumu.

"Yes me also." Starfire said.

"Sure," Raven said not caring much.

"Sounds fun." Cyborg said.

"Wonderful!" Nekonome said. Looks like the News Paper club was going to have some new meat.

* * *

That night Ben was in his room working on some work also. He was laying back on his bed when he heard another scream from outside.

"Okay this is to much." he said as he put his work down he then went up to his window. "OK mister Pervert time for you to learn that this is not okay." he said as he selected a form. "Slashsteel!" he shouted. He then jumped out the window, and ran over to the girls dorm his claws ready to rip a pervert apart.

* * *

And until next time and for those of you wondering about which of his old forms will come back go and vote on my poll if you want your voice to be heard then use it tell me, if you choose other then tell me via PM and once I get two for the same alien Other will become that alien.


	5. Rath Vs Werewolf

Here is a new Fic called Ben10+VampirexTitans and as it says its a three way cross now its Ben10 meets Rosario+Vampire, meets Teen Titans. So Disclaimer all three shows belong not to me but there respective owners.

* * *

It was late at night and a dark lupine figure was running across the ground to the girls dorm. It then leapt up to a high window. And peaked inside to see a girl in a state of undress. The girl was unaware of the figure until a flash of lightning revealed his shadow, by the time a second flash went off a second figure was behind the first. She then turned and saw the two figures one was a werewolf the other was Slashsteel.

"Come on nosy!" The Loganian said as he had the Werewolf in a head lock. Ht then jumped of the building and they both landed on the ground with a loud 'Crash!'. Slashsteel then tossed there werewolf off him. "Okay fido what's your deal do you know how many times I have been waken up from a mid homework nap because of you?" he accused as he pointed his finger at the recovering werewolf.

The Werewolf growled at the alien, it then charged only to have a foot connect with his face and send him flying back. He then met a fist to his face, that sent him into a tree. Slashsteel then jumped at him with his claws glistening in the gibbous moon light. The werewolf jumped out of the way and Slashsteel ended up cutting down the large tree.

"Oops!" he said as the tree started to shake. "Okay I can fix this." he said as he looked to his Ultimatrix, he then saw the werewolf behind the three. "Don't you even…" he started, but the werewolf kicked down the tree making it fall near the girls dorm. "I am so going to get you!" he said. He then slid his hand over the Ultimatrix making it glow. His body then swelled with energy.

"Okay Boosted Hero Time!" he shouted as he ran to the building. He then stabbed his claws into the building and started to climb up the side. He then spun around as the tree was about to hit the wall. But before it hit he kicked his feet out and stopped the tree. He then struggled to push it off but with one big huff he pushed the tree back. He then jumped off and slammed the Ultimatrix deactivating his boost function and changing forms.

"Overgrow!" he shouted as he landed and slammed the ground making roots wrap the tree and make it stand in place. He then saw the werewolf who looked freaked out.

"Heel boy!" he said as he made vines shoot out of the ground at him. The werewolf tried to fight them off but there proved to be to many. He then saw a wood fist hit him square in the jaw and sent him flying into a tree again. As he got up. Overgrow then made a wood bo-staff and hit the werewolf making him fly through the woods.

As the werewolf tried to regain him self a large plant then grow behind him. "Peek-a-boo!" Overgrow said as he punched him with a wood wrecking ball on his fist. The Werewolf then made a run for it. "Wow wolfy is fast." he said. "Seeing as he is a land runner flying after him will prove pointless he can make quicker turns so… lets try a much more adept runner." he said as he slammed the Ultimatrix again. He then became his new for.

He was a large dark gray horse like alien. He was incredibly tall and had a horse head with a human like body. He looked very muscular and had armor on his shoulders head and chest. His hands where normal and he had metal braces around his wrist that looked like hooves. His legs where big and bulky and looked like large hoofs at his feet also. He had a mane on the back of his neck and head that looked a little like a Mohawk and the plumage from a roman Centenarian helmet. And he had the Ultimatrix in the center of his chest armor.

"Equestrack!" he shouted in a almost Scottish accent.

* * *

Equestrack is a Gallopgian from the planet Archdon. There kind are normally very peaceful in nature but there kind are also great archers and swordsman. They can change into a Centaur like form that can run at great speeds. They have super strength able to make shock waves by slamming the ground, and are great tacticians able to make battle plans that are near flawless. There arms still have hooves from the horse species they descended from, these hooves are stronger then most metal and are great defense mechanisms. There only weakness is there unbelievable hunger, that requires large amounts of food.

* * *

"Not what I had in mind by speed but it will do." he said, he then slammed his arms into the ground and made the ground lift up in front of him and bring the werewolf back. It shook it self back to normal only to see the large horse alien.

"Bad doggy." he said as he lifted him up and reared his fist back. He then punched him with enough force to send him into a series of trees. The werewolf stopped and stood up to see the Centaur figure that was Equestrack in his second form. He decided to run but found it point less as he was run over. He then looked up to see the rear end of the Gallopgian. And the next thing to happen was inevitable. Equestrack then kicked him with his hind legs square in the chest leaving one nasty mark. Equestrack then saw that the werewolf was gone.

"Gone figures a jerk like that would run. Well at least we get tomorrow to spend all day with our new clubs." he said, as he then galloped back to the boys dorm. Unknown to him the werewolf was watching from behind a tree his chest now had two large bruises in the shape of the hooves.

* * *

After scarring off the Werewolf. Ben returned to his room to finish his work, he plopped on his bed and his Ultimatrix had a message.

"I'll never get use to that." he said as he turned on the message. Azmuth then appeared in his hologram form.

"Greetings Ben Tennyson here is your next tidbit of advice." he said. "As you may be wondering will you ever regain your old forms you will but there in lies the twist you see the Ultimatrix will re-unlock forms when it sees fit, how is simple it will unlock aliens it felt you had a liking for first, and will probably go forms that have been used in all three of your past transformation devices incarnations."

"So I will get them all back over time?" Ben asked.

"And if you wondering if you'll get them back yes that's what I said so wait they should start to reemerge in a time of great emotional stress." he explained, "As the new Ultimatrix mark II is connected to your mind and will work to protect you."

"Cool." Ben said, as the hologram disappeared. "Well now I wait and my old forms will come back."

* * *

Ben, Cyborg Starfire, Moka, Kurumu, and Raven where all waiting in the classroom that Miss Nekonome had designated as the Newspaper Club Room. At the moment, the advisor herself was standing at the front of the room.

"Uhhh," Ben began in confusion. "Is…there anyone else in this club?"

"Yeah teach we all by our selves in here." Cyborg said.

"Of course there is!" Miss Nekonome smiled. "He seems to be running a little late though. He's the club president so he'll be here to help answer any questions you have!"

Almost as if on cure, the door to the room slid open. Stepping inside was a young man who seemed to be at least a year older than them. He was wearing the school uniform, but without the tie and the first few buttons undone. He was also wearing a wolf head necklace. He had black hair which seemed to be untamed and held back by a headband. He also had some good looks with him too. In his arms were four bouquets of flowers.

"Oh man. The first day and I'm already late," the boy sighed as he walked to the head of the classroom. "Hey. My name's Ginei Morioka. Just call me Gin for short. Let's try to get along shall we?"

Grinning, Gin walked forward to meet the group of friends. Smiling charmingly, he handed the bundles of flowers to the girls, "I gotta say this club lucked out to have girls as pretty as you two join up."

Moka flushed slightly while Kurumu took it in stride. She was used to getting such flattering compliments. Moka never considered herself that pretty so getting compliments was still new to her. Starfire just stared at the flowers confused and Raven just tossed them away. Ben and Cyborg rolled there eyes as they waited for Gin to stop trying to flirt with there friends.

"This guy seems to have an ego as big as that lizard guy back when we all met." he whispered to Ben.

"Only not as scary looking." Ben quipped back to Cy.

Gin turned to face Ben, "And you have to be Ben Tennyson, the American shape shifter. You know, people have been talking about you so much I might have to do an article about you."

"I think I'll pass," Ben chuckled. Well, at least Gin seemed to be an okay guy.

"That's a shame. I never give up on a story though," Gin smiled. "You must be his friend Cy." he said as he stuck his hand out for Cyborg to shake.

"Nice to meet you little guy." he said as he crushed Gins hand in a friendly hand shake.

"That's quite a grip." he said as his hand was now squished.

"Well, it looks like things are under control," Miss Nekonome smiled. "I'll leave things in Gin's hands then. See you later!"

With a wave, Miss Nekonome left the classroom. Gin saw his cue and sauntered up to the front of the classroom and stood at the podium. He leaned on the wooden stand and looked out at his new club members.

"Okay, for all you newbies, the School Newspaper is the source of all information and news all things Yokai Academy," Gin explained. "As such, we search out news everywhere to report to the students."

"Yeah!" Ben and the others cheered. It was a very inspirational speech for a simple club. Seeing that he had his club member's enthusiasm, he decided to continue.

"Okay, first order of business then," Gin nodded, turning serious. "There have been numerous reports of someone peeking in on the girls changing rooms and even in the girls dorms. No one has been able to get a good look at him and he's been gone so fast no one else has managed to catch him in the act."

"Well I almost caught him last night but he was fast." Ben said.

"Oh yeah you told me that." Cyborg said.

"You said he was a wolf based Yokai huh?" Moka asked.

"Yeah he was strong fast and had sharp claws." Ban said, "He was also desperate in the fight he kept trying to get the cheap shot." he explained. "He seemed to not be at his best so he tried to run on multiple occasions like when he kicked the tree."

"Sounds like a wimp." Cyborg said as Gin seemed to stiffen up. This did not go unnoticed by Ben.

"OK our first assignment is to interview people who claim they saw this guy. We're also going to be putting up posters for the Newspaper club while we're at it."

Everyone sweat dropped at the notion. Apparently he was still looking for more members for his club. Still, with only five members, it was understandable that Gin would want to bring in more members. Most of the other clubs did have dozens of members and even though Gin had the hottest girls in the school in his club, he still had a small club.

"Still, don't let this halt your investigation," Gin continued. "Let's catch this guy!"

"Yeah!" the girls cried.

* * *

The day was spent putting posters all around the academy for the club. Mostly by the girls while Ben and Cyborg got stuck with the job of getting the gear for the club ready.

"Like this?" Moka asked as she, Kurumu and Starfire where all putting up poster while standing on chairs. Ben and Raven where at the other end of the room checking on some leads they got earlier.

"yeah like that." Gin said he then crouched down to get a 'better view'. Raven and Ben noticed, and they got an idea.

"Hey Cy look out." Ben said. Gin then looked up only to see Cyborg stomp on his face.

"Oh sorry there buddy didn't see you crouching down there." Cyborg said as he had several boxes. "By the way what where you doing down there?" he asked.

"Yeah?" Kurumu asked as she got down. She then glared at him "If you where trying to peek I'll kill you." she said with a dark aura.

"No I was tying my shoe." he said, his ears twitching.

"He's lying." Ben, Raven and Cyborg all said.

"How do you know?" Moka asked.

"His ears twitch when he lies I noticed it." Ben said. "Its his tell I have on too my eye twitches." he explained. Moka and Kurumu then slapped gin.

"I hate perverts." Moka said,

"That'll teach you." Kurumu said.

Gin then glared at Ben. But Ben paid no mind as he helped Cyborg and Raven finish there investigation.

* * *

Ben and Cyborg where getting a drink at the vending machine.

"You got any other leads?" Cyborg asked. He was drinking a root beer.

"He seemed like some kind of dog or wolf, form the way he looked, his form was very Lupine, I think it might have been a werewolf." He said as he had a coke.

"Hey Ben, Cy, how are you?" Gin asked as he came up to them.

"Fine again sorry for stepping on you back there." Cyborg apologized .

"Water under the bridge but you didn't have to rat me out like that." he said.

"Sorry but it doesn't help where looking for a pervert and your being one." Ben said.

"Come on man there all smoking hot." he said.

"There my friends." Ben shot back.

"I guess that's all they are to you but that Moka what a cutie." he said.

"Your not going to get any closer to asking her out by looking up her skirt." Cyborg said.

"Yeah just can't help my self come on where all guys here."

"Not like you." Ben sighed.

"Say, one of the girls I interviewed mentioned she saw someone suspicious over at one corner of campus. I think it sounds like a solid lead."

"You think so?" wondered Ben. "Where is it?"

"Near the edge of campus," Gin answered. "You know, one of those back lot places like where the incinerator is kept. No one goes there, but lots of people can see it. It actually makes for a good place for privacy."

"I bet that loser uses the place as a hang out." Cyborg said.

"Probably." Ben answered.

"Then lets all get a move on." Gin said. "Well let the girls take care of the posters and us guys can go handle this loser." he said as rested his arms on there shoulders. "what do you say?"

"Sure lets go show this jerk why it's not okay too peek on pretty ladies." Cyborg said as he slammed his fist into his hand.

"I'm in time to finish what I started last night." Ben said.

"Great then lets go the sooner we catch this guy the sooner we get to relax." Gin said.

The three young men headed around to the back of the school. It looked pretty bare save for the wall of a building with a small window and a nearby barrel. Ben looked around, finding that it didn't look too much like a secret hideout. In fact, it looked like no one would go there period.

"Are you certain this is the place?" Ben asked uncertainly.

"Yeah it seem empty." Cyborg said.

"From what my sources tell me," Gin nodded. "I think he must be inside. Think you can take a look inside?"

"Um…" Ben mumbled, He then turned around and glared at Gin. "No and I know why you brought us here." he said making Gin sweat.

"What are you talking about?" he asked.

"Save it man, we know your not as you seem." Cyborg said.

"People don't think we pay attention but we do." Ben said, "We know you're the peeping tom."

"It's been obvious since we saw you peeking on the girls back there" Cyborg added. "And Raven is telling the others at this moment."

"Ah…" Gin stuttered.

"We also know that you brought us out here to frame us for being you why else would you bring a camera here? So lets just end this at this." Ben said as he slammed the Ultimatrix. His body was now covered in a bright green light as a black armor like shell now covered his body, he was now slim and tall about 6 feet tall, he had a black stream line helmet that had a visor that covered his eyes, he had spikes along the side of his forearms, his middle fingers had stingers in them. His feet had two pointed toes and spikes along his lower legs. He over all looked like a futuristic ninja with a long wavy scarf like fiber on his back.

"Nightsting!" he shouted.

* * *

Nightsting is a Hysubarian from the futuristic planet of Niton. Hysubarian's are bug like aliens that are known for there cash of organic weapons in there body. They have fast growing stingers in their middle index finger that can be shot at high speeds and are covered in a powerful neurotoxin that can cause hallucinations, the spikes on there arms can cut most metals. The scarf like fibers are wings that flap at such speeds the make no noise but they can only fly for so long before there wings get tired. There bodies also have a gas like toxin in there body that is shot from the gaps in there organic armor and make smoke that consumes oxygen and can knock out a living organism. And many more hidden weapon like enhancements. They also have incredible agility and reflexes and are masters at hand to hand combat.

* * *

"What the heck?" Gin asked as he looked at the Hysubarian "what are you?" he asked as he backed away slowly.

"Me I'm Complicated." Nightsting said he then made a smoke screen that covered his and cyborg escape. Gin was left there clueless.

* * *

"What?" Moka asked with wide eyes. "Gin was trying to frame you?"

"That's right and he had a camera to take pictures as evidence too," Cyborg nodded he and Ben sat in the club room with the others. "I want you all to be careful. This guy obviously has something against me and Ben so he may try something dirty."

"He's trying something and you obstacles." Kurumu said as she walked into the room. Oddly, she was dressed as Sherlock Holmes. She was even holding a pipe.

"Eh, what do you mean Kurumu?" Ben asked. "And why are you dressed like that?"

"Well it's simple. While I was asking around about the Peeping Tom I heard something interesting. Apparently, Gin's also been snooping around about your relationship with Moka, and after hearing your story, my suspicions are confirmed. He wants to discredit you so he can get Moka for himself," Kurumu said, completely ignoring the second question.

Both Moka and Ben both looked dumbfounded. "But... but why?" Moka stammered. She was feeling very vulnerable now.

"I have no idea," Kurumu answered with shrug. "But now that I've told you this, what are you going to do about it?"

"I think I got a good idea." Ben said. "If you guys will help me?" he asked.

"You bet I want to teach that loser a lesson for messing with my friends." Cyborg said.

"I didn't like him any way." Raven said.

"Such actions will not be forgiven." Starfire followed.

"Okay here's my plan…" Ben started.

* * *

Later that evening, Gin whistled, glad he was able to escape intact and went to his shoe locker to retrieve his sneakers so he could head back to his dorm and hatch another scheme to get Ben and his sidekick out of the way so he could get the girls to him self. As he opened his locker, he spotted an envelope nestled between his sneakers.

"Could this be...?" He reached inside and pulled out the envelope and his eyes brightened. It was pink and had a kiss mark on it. "Yes it is! A love letter! Sweet!" he cried. A love letter was a big deal to guys in Japan it meant a girl liked them. He tore the envelope open and read its contents as his wolfish grin grew wide.

_I really love you so very, very, very much! I know it's sudden but please meet me tonight on the school roof, sempai._

_Love: Moka Akashiya._

"YAHOO!" Gin howled as he jumped into the air. "I knew my charm would work on sweet sweet Moka! I'm coming for you, baby! Just you wait Giny's coming!" He then ran off so he could go rendezvous with the lovely Moka Akashiya. He would need flowers and something special for the girl.

* * *

"Moka!" Gin said as he came to the roof late at night with flowers and candy. "You ruggedly handsome Gin is here." he said as he spotted her.

"Ah, Gin-sempai," a voice called out. He turned around and found Moka smiling sweetly at him with her hands behind her back. "I'm so happy you could come."

"Anything for a pretty girl like you," Gin said with that charming smile of his. "So, how about we kick things off with the basics: dinner and a movie?"

"Actually," she began, "There's just a few questions that we need to ask you."

"'We'?" Gin wondered.

"Yeah we." Gin turned to see Ben close the door to the roof behind him. "Sup Gin." he said. "One more to your little get together?"

"Make that two." Cyborg said as he appeared at one end of the roof.

"Three." Raven said as she appeared on the roof.

"Four." Starfire said as she landed next to Ben.

"Five." Kurumu said as she landed also.

"Ah…" Gin gasped as he saw him self surrounded.

"Games over man and now your it." Cyborg said.

"Your busted lord mutt." Ben said as he pulled out a photo album. "Look what Nightsting pulled out of your locker a photo album full of perverted pictures." he said as he opened it to a random page depicting pictures of girls in a state of undress. None of them wise to being watched.

"Wait it's not like it seems those aren't mine there my brothers." he said as he pulled his color to breath.

"It says Ginei Morioka on the back." Kurumu said as she read said back.

"God damn it." he cursed under his breathe. "Curse my habit of putting my name on my possessions." he grumbled.

"Well it sure helped us that is." Ben continued. "Plus it helps we broke into your room and found a bunch of other things."

"Wait you broke into my room?" Gin asked. "You didn't read my… wait forget that last part."

"Well either way from the evidence we have collected and from our educated guess we are 100% certain that you Ginei Morioka are the Peeping tom!" Ben shouted as he pointed at Gin.

"What this is slander!" he said in protest.

"No slander was trying to frame us for what you have done." Cyborg said. "I know by the way your eyes are darting back and forth your trying to run away and fight another day but not this time."

Gin frowned angrily. He was completely busted now. "Enough of this! Since I can't use trickery, I'll just make Moka my woman by force!" Gin leaped up into the air with blinding speed before he landed at the other end behind Shinichi and the girls. Growling, Gin's body began to swell with raw and wild power. His face sprouted gray fur before turning into a canine snout while his ears relocated to the top of his head. His body then doubled in size and he was now several times more muscular his shirt and jacket ripping off in the process. Razor sharp claws and teeth grew out, his legs bended and became dog like; he finished his transformation by howling at the full moon in the sky.

"A werewolf!" Moka gasped.

"They're supposed to be on par with vampires in power!" Kurumu cried.

"A rival of vampires, huh?" Ben then looked through his selection of forms. "Then I'll have to be smart about this." he said as he looked for the right form. He then picked one. "Slashsteel!" he shouted as he changed into said alien. "Come on wolfy!" he taunted. Gin then sped at the Loganian and slashed him from every angle the wounds healed instantly but they still hurt. Slashsteel was then tossed against the railing of the roof.

Slashsteel got up and slammed the Ultimatrix changing into Stagshock, He then fired blasts of lightning at the werewolf. Many of them missed and he ended up being beat around bye Gin. The Alien tried to blast him with more lightning but the werewolf proved to fast. Gin then let lose a barrage of punches on Stagshock and made him disoriented he finished it with one last punch to the jaw or mandible in this case.

"Okay he's a lot faster then I anticipated…" he said before he passed out and changed back to Ben.

"Ben!" Cyborg shouted, he then tried to punch the Werewolf but Gin disappeared. He then appeared behind Cyborg and slashed him with his claws, barley leaving a scratch against his armor. "Nice try wolf boy." he said as he punched Gin before he could run and sent him to the other end of the roof. "It's gone take more then some sharp nails to beat me!" he said.

"Then let's see!" Gin replied as he sped out of view and punched Cyborg from different directions before he could react to one blow he received another from a different direction. "Come on I though you where strong?" he mocked, as he charged again. Cyborg then changed his right arm to it's cannon form and fired it at Gin the attack missed but the sound hurt his ears. "AH!" he howled in pain. Cyborg then took advantage and fired another blast at him that sent him into the wall to the entrance of the building.

"Nice shot." Kurumu said as she and Starfire where helping Ben up. "You okay Ben?" she asked the young alien shape shifter.

"Fine just got one heck of a headache." he said.

"Yeah well looks like this time I took care of the trouble." Cyborg gloated but he was then knocked out by a fast punch to the back of his head. He skidded along the ground to a halt in front of Ben and the others.

"Cy!" Ben said as he helped him up.

"Some one get the number of that truck?" he asked as he passed out.

"Going to take a lot more than that to finish me off." Gin said as he flexed his muscles.

"Okay now I'm mad!" Ben said. "You may be fast but I doubt you can brake through this." he said as he slammed the Ultimatrix again. He was then coved in a bright flash

"Pinchhitter!" he cried as he stood up to protect his friends. Gin tried to attack but his shell proved to be to strong. Pinchhitter then punched at Gin but missed. Figuring his movement was to slow he decided to start using some of his other powers. He then shot several globs of foam that started to eat away at whatever they hit. Gin managed to dodged them but some grazed over his fur and started to burn it away.

The perverted werewolf was able to get it off before it did any major damage. He tried to punch at Pinchhitter but all of his attacks failed against his shell. He then made his way to run before he was hit by his giant claws.

"It's not easy to catch him when he keeps running away." Pinchhitter said. He was then tapped on the shoulder. "Huh?" he asked as he saw Moka and the others behind him.

"Ben you know we can help." Moka said.

"Yeah you can't keep dealing with these things alone." Kurumu said.

"We are a team so we must work as one." Starfire said.

"Plus you can't beat Gin alone." Raven finished.

"I'm ready to help also." Cyborg said as he got up.

"Right so let's go then." he said. "Star, Kurumu use your flight to try and catch Gin, Raven Use your powers to make shields to try and block his path." he ordered. "Moka; you, Cyborg and me are on hitting duty." he aid as he pulled of her Rosario.

Moka then changed into Moka-sama in a bright flash of pink light. "So a werewolf. You were smart to bring me out Ben Tennyson." Moka-sama said.

"Well we need more to beat this guy and I need some one that can deliver one heck of a but kicking." he said "Care to help out?" the alien hero asked.

"By all means," she answered. "I do need the exercise."

Gin looked to the unsealed Moka-sama and had hearts in his eyes. He howled, "I thought you were hot before but now you're just smoking!"

"Does this guy get all his pick up lines from a dumpster along with his deodorant?" Cyborg asked as they all shared a small laugh.

"I'm going to get you for that!" Gin growled he then dashed to strike Cyborg, but Pinchhitter then got in between them and Gin's claws hit his impenetrable shell and his claws broke off. He howled in pain as he backed off, his hand throbbing in pain as his claws came back.

"Guys now!" he yelled as he punched the werewolf and made him fly back. Gin set him self right and dashed off to one section of the roof. But found him self kicked in the face by Starfire. As he landed Cyborg tried to smash him, but he escaped again. As he ran off he hit a black wall of energy. He then saw Moka swing a kick at him but she missed as he ran to another direction, Kurumu then tried to slash at him but missed again.

"Nice try but with the full moon my power is at it's fullest." he gloated "You'll never be able to catch me."

"Maybe." Pinchhitter said, "But I think I know a new form of mine that can match that speed." he said as he slammed the Ultimatrix. He was covered in a bright flash. He was replaced by a new form.

He was now a lizard like alien that was little taller then a tall adult man. And was now covered in metallic scales all over his body. He had a tail with a trident head at the end swishing behind him. He had two triangle like appendages on his shoulder blades, his head seemed to be covered in a total helmet with only his eyes exposed. He also had two bull like horns on each head.

"Dragster!" he said in a deep cagily voice.

* * *

Dragster is a Dashatorian from the medieval planet of Camoltros. There scales are metallic and offer incredible protection, and there muscles and contract and expand at great speeds offering them incredible speed and strength. The growths on there back can grow into gliding wings. They can also breath a gas from there mouths that can catch fire easily. Allowing for a make shift fire breath.

* * *

"Interesting form." Moka-sama said. "What does it do?" she asked.

"I'll show you." he said. He then looked at Gin. "Come on Gin let's see if you can catch me?" he taunted. Gin growled angrily and charged at the Dashatorian but found him already gone. He then looked behind him and saw a scale covered fist hit him square in the face and send him across the ground.

"How did you do that?" he asked as he massaged his chin.

"Trade secret." Dragster said as he then dashed at Gin and hit him with several rapid punches. As Gin opened his eyes he saw Moka kick him in the chin sending him high into the sky, Starfire then delivered an axe kick to Gin that sent him back towards the roof. As he fell he was caught by Cyborg and then punched in the snout. As he got up He was then covered in black energy and was tossed in the direction of Kurumu as she slashed Gin. He then fell to the ground hurt badly

"You don't look to good Gin." Kurumu teased as she leaned on Dragster.

"How is this possible how can you be beating me?" he asked.

"Easy where a team and a team sticks together." Dragster said. His mouth then opened as he fired a jet of blue flames at Gin. Gin was able to dodge it but was then his by a star bolt square in the chest. As he recovered Cyborg hit him with his sonic cannon, and he was then hit with another blast of Raven's dark energy. As he got up he noticed that Dragster was charging at him. He then charged at his own speeds as the two forces of speed clashed. The two traded blows using punches using there super speed and strength to there fullest.

"Your good but how long can you keep this up?" Gin asked as he continued to trade blows with the armored lizard alien.

"For as long as it takes me to distract you." he said as he disappeared and Gin saw Moka coming at him.

"Your to confident now… KNOW YOUR PLACE!" she ordered as she kicked him into the air.

"Nice try but I still have plenty of energy to keep going." Gin gloated as he landed in the ground fine.

"This guy doesn't know when to quite." Dragster said. "He seems like a bad itch you get from a flee."

"He is kind of annoying." Moka agreed. "I can't believe he though he could beat all of us, or that he thinks he's even good enough to go out with me." she shrugged.

"I don't think any girl is in his league." Raven commented.

"I think that's why he goes peeking." Cyborg joked.

"Such people on my planet are called Clorbags." Starfire said.

"What does that even mean?" Kurumu asked.

"Stop ignoring me!" he ordered as he dashed in. He then caught Dragster by surprise by kicking him square in the chest hitting the Ultimatrix badge and knocked him out of his transformation.

"Ben!" Kurumu and Starfire cried as they went to go check on him.

"I'm fine." he grunted.

"Come on Ben your out of your league here I got the advantage I've taken all of your attacks like there nothing." Gin gloated. "As I am I doubt even Moka could beat me." he said making Moka growl with anger.

"I'd watch it boy before you lose some teeth." Cyborg warned.

"Tough words tin man." he joked as he flexed his muscles. "But with the full moon my power is infinite, and I can take any thing all of you can dish out." he said as all the damage from before was seemingly gone now.

"Perhaps we may have a problem, with his speed and his healing factor we need to deal some really big damage." Raven said. "And Moka can't catch his speed and none of Ben's aliens have the speed or strength to deal the right amount of damage." she said. "Either he has one or the other." she said.

"Face it you can't beat me, and Moka will be mine!" he laughed hysterically.

"I'm right here. And I would love to see you try?" she taunted Gin dashed in to attack. Moka tried to kick him but he was already gone. Gin then started to dash all around her.

"Moka." Ben said as he got up.

"Ben your hurt stay down." Starfire advised.

"Yeah let Moka handle it." Kurumu said.

"It's not that Gin has messed with my friend I can't let her take him on alone." he said, the Ultimatrix then started to glow. "Just knowing he wants to hurt my friends makes me mad and knowing I can't stop him right now makes me even madder." he finished the Ultimatrix then started beeping. "Huh?" he asked as he checked the watch to see what was wrong. He then popped up the dial.

"What is it?" Kurumu asked as a new hologram appeared in short it looked like a humanoid tiger. "Looks interesting."

"No way, man I can't believe this is the first form I got back." he said. "Hey Gin!" he called to the blur.

"What now!" he asked.

"Just so you know your really starting to make me mad and you won't like this guy when he's mad!" Ben advised. "It's Hero time!" he slammed down the face of the Ultimatrix. His body changed as fur covered his body he then reformed. He was now a tall Tiger like alien, he was orange with black stripes all along his body, his hands feet and stomach were white. He had no tail and he his hair made tow horns over his eyebrows. He also had a large claw sticking out of each wrist.

"Rath!" he yelled.

* * *

Rath is an Appoplexian from the planet Appoplexia. Rath's species suffer from aggressive temperament and decreased intelligence, having a need to fight anything that breathes, making him just as likely to attack or provoke his friends as well as his foes and as a result alters Ben's personality the most among his aliens, become easily distracted and difficult to stop once he starts fighting. However, Rath is more than able to back up his threats and is one of Ben's most powerful aliens, as his species is gifted with enough physical agility and strength to easily lift objects far larger than him and pummeling most of Ben's enemies with ease, showing that his abilities to fight, depends better with the anger, making him to be determined to fight. In addition, Rath has two retractable claws on his wrists that can generate shock-waves when driven into objects and he is also durable enough to survive for short periods in space and take a powerful laser cannon blast at point blank range without even flinching or reacting.

* * *

"Woah!" Cyborg said.

"An Appoplexian." Starfire said, as she saw his new form.

"You know what this form is?" Kurumu asked.

"Yes Appoplexian's are incredible fighters and are known for there temper that can not be stopped." she explained. "There the most violent creature in the universe."

"Wow now that is violent." Raven said.

"Lemme tell ya somethin Ginei Morioka! Rath doesn't like it when you hurt his friend and Rath really doesn't like it when you punch Rath in the face!" he said. He then lunged at the unsuspecting werewolf and tackled him to the ground and had him in a head lock.

"Let go!" Gin ordered as he hit Rath in the gut several times but nothing happened. "It's like hitting a brick wall." he cried.

"That all you got dog boy?" he asked as he tightened his grip. He then lifted the werewolf over his head and then he fell and slammed him into the ground. "Oh yeah the Rath attack is back!" he said he then grabbed him by his head. "Polaris Pile Driver!" he said as he then held him with Gin's head facing the floor, Rath then jumped high into the air and dropped back down and slammed Gin head first into the ground leaving a crater.

"Impressive." Moka said as she watched him battle.

"That it?" Gin asked as he ran around and punched Rath, his hits made him stumble a bit but Rath only smirked and took them all directly. "How are you still standing are you so stupid you feel no pain."

"Yup!" Rath said making everyone sweat drop; he then stuck his arm out and hit Gin with a close line that made him flip into the air, Rath raised his fist and as Gin fell he slammed his fist like a hammer into Gin's chest as he was in perfect range, making him crash into the ground leaving an imprint of his body.

"Hey where's all your speed going running boy?" he asked. Gin then looked up to see that the moon was being blocked by clouds.

"AH!" he cried his eyes bugging out of his head. "The Moon it's… its…"

"It's all gone!" Rath shouted he then punched him several, Rath then got him in a head lock and lifted him up over his head. he fell back and slammed Gin into the ground. Rath then picked him up and tossed him up into the air. "Sirius But Kicking!" he said as he kicked the werewolf in the but and sent him flying over towards the others.

"Incoming!" Cyborg said as everyone but Moka moved out of the way.

"This time… you learn your place!" she shouted as she kicked Gin and sent him flying again. Gin was able to set him self right so he could land on the wall but was body slammed by Rath.

"Oh yeah who's bad?" he asked as he got off the werewolf.

"That was a cheap shot…" Gin said as he planked out of the ground.

"Whatever!" Rath shouted as he got ready to beat Gin again.

"Not going to happen." he said as he got up. He then dashed at the Appoplexian and hit him in the face with a series of rapid punches and then kicked him upside the head sending him flying across the roof. Rath skidded to a stop with his claws and massaged his chin.

"Okay Lemme tell ya somethin Ginei Morioka! Rath is tired of you not giving up Rath is going to kick your but! And then I'm going to rip you in half and knit you into a sweater!" he threatened.

"Yikes this guy has problems!" Cyborg said.

"RAGH!" Rath yelled he then lunged at Gin the two forces clashed with animalistic roars and growls as they wrestled across the ground. Rath then kicked him off and into the air. As Gin set him self straight he jumped up and punched him across the face. Gin then did the same. The two skidded back across the ground. Rath then ran in and punched his claw into Gin's right shoulder and made a shock wav spread through it. The Next thing he knew his arm was totally numb.

"What did you do?" he asked as he checked his arm.

"Space Kung-Fu duh!" he said as he got into a Karate pose. "What didn't think I knew my way around a black belt." he said He then ran in and punched his claw into Gin's left arm. Both arms where now numb. Gin tried to kick him but Rath ducked under it and punched his claw into his left leg and then his right leg. Gin then fell on his knees and was now immobile.

"This isn't over." Gin grunted as he tried to move. Rath then had a dangerous glint in his eyes. He then cracked his knuckle. "Wait-wait!" Gin cried as the Appoplexian came closer and closer.

"**RAHHHH!**" Rath then roared with a super load roar point blank that made Gin's cheeks pull back to where his ears would be, and his eyes spread open. The shock wave made dust and derby fly all around, and the ground started to creak behind him. When he finished Gin's ears where ringing his eyes where burning from being dried out his nose was in pain from the stink and he just felt the pure pain from the roar that made him nearly wet him self. "Never do that again!" he growled as he stuck his claw in Gin's face.

"Got it…." he said as he passed out from shock and the stink of his breath. Gin then changed back to normal totally out cold and in pain from his beating. Rath then reverted to Ben. As he passed out from quick changing he then fell into Cyborg's arms.

"You okay pall?" he asked as he helped his friend up.

"Sleepy and hungry but all around fine." he replied.

"Man that guy is both scary and funny." he said, "I mean he seems like he could give Moka here a decent challenge." he said as Moka was looking at him. "She's right behind me huh?"

"Yup." she said making him all but jump. "But I agree that form of your is strong it was able to contend with a Werewolf on a full moon for a good amount of time without breaking a sweat. You seem to surprise me at every end Ben Tennyson, keep up the good work." she said as she reattached the Rosario.

"wow!" Ben said as he caught the falling Moka.

"Hey I think she was just flirting with you." Cyborg joked as he lightly nudged Ben's shoulder.

"Oh come on Cy that is the last thing in the world to happen other Moka is the last person to flirt with me. She'd rather fight me." he said as he helped Moka up.

"Careful don't want to give the girl ideas for when she gets bored." Cyborg shivered. At that they all shared a small laugh as they all left.

"Hey what about me!" Gin asked as he still couldn't move.

* * *

The next morning the Newspaper club had it's booth set up and was selling it's first story. 'Peeping Tom Caught And Given Just Punishment!' People read it and Gin's good name went to the dogs. Girls he peeped on where ready for payback. In fact Gin was currently running from all the girls as they chased him with make shift weapons of brooms, sports equipment, and such forth.

"Think He'll ever be caught?" Cyborg asked.

"I think…yes." Ben said as Gin was finally caught and being beaten to a pulp. "I think Rath let him off easy compared to what he is getting now." he joked, as he continued to watch his being beat to a pulp.

"OH!" Ben and Cyborg said in unison as one girl had hit Gin in a private spot.

"That one is going to leave a mark." Cyborg remarked.

"I think a date will be one thing he won't get or want to go on for a while with that one." Ben snickered.

"So how is it going?" Kurumu asked.

"Well if you mean paper sales good if your talking about a pervert getting his come-up-it's then also good." Cyborg replied.

"Great so what have I missed?" she asked.

"He's been beat worse then what we did last night over every inch of his body and I do mean every inch." he said with a sympathetic wince of pain.

"Oh justice is sweet." she sighed. "So what did you do with his photo album?"

"I put it in a hiding spot he will never fine." he said in a mysterious way.

"He hid the thing in the roof of his locker in a manila folder with duck tape." Cyborg said.

"Tanks that wasn't killing the fun." he snipped.

"Oh come on Ben point is we got Gin and now we can relax." Kurumu said as she hugged Ben's arm. "And like I was saying before I have a form of relaxation in mind." she cooed as she traced circles on his chest.

"Ah…" he stammered.

"Oh come on man you caught the perv least you can do is get the girl but I think which one should be up to you." Cyborg laughed as he turned around to get some work done.

"Ah yeah about that offer I think it be best if we oh look Gin is getting away." he said, Kurumu looked as Ban made a brake for it.

"Ben!" she said as she chased.

"Man that never gets old." Cyborg said as he and Raven sat at the booth.

"Think he'll ever ask one of them out?" she asked him.

"Maybe but then again Ben is still kind of getting over a bad break up." Cyborg responded. "So I doubt he is looking for a new girlfriend."

"How do you know he broke up with someone?"

"I can tell by the way he responds too Kurumu's come on's." he said. "He doesn't hate it but he feels well I don't know how to describe it like you can say pain from an old memory in his eyes. The psychosomatic he and his girlfriend before had a bad break up over something and I think I know what."

"I guess that makes sense." she replied. "But I think that he might get over it sooner or later, and there in lies the problem where he has three girls that all like him." she said as she looked to Starfire and Moka as they where setting out the papers. "So you said you had a guess as to the break up."

"I think it has something to do with his hero exploits." he said.

"Well maybe but then again it's his business so let's just let it go, and enjoy the double show Gin getting beat up and Ben being chased by Kurumu." she said.

"Help!" Gin cried from the beating he was getting.

"Kurumu stop that's enough!" Ben said as he ran from the girl.

"Ben wait up it will be fun!" she said chasing him.

* * *

Suffice to say they had one heck of a day. But things have returned to what ever normal is around the school. Gin was still in the school hospital from what all those girls did to him. And Ben was in his room alone still a lot of homework left to do.

"Man I have no time to finish all this why did I get stuck with clean up detail." he complained to him self. "I wonder slash hope." he said as he checked his Ultimatrix. "Please once just be in here." he then turned it on and cycled form his old forms. "Yes." he said as he fond the old form he was looking for. He then slammed the face plate down and was covered in emerald light. His skull grew to great size and his hands morphed into claws.

Ben was now a short brown alien that looked like a crab, he had six legs and he has a large head with his claws sticking out of his side he had the Ultimatrix as a belt around his body connecting his bulbous head to his legs. His skull had two closed flaps and he had a set of clenched teeth as his mouth.

"Brainstorm!" he shouted in a new voice that sounded like it had a British accent.

* * *

Brainstorm is a Cerebrocrustacean from the planet Encephalonus IV successor of several planets, the Encephalonus I, II and III; they were destroyed because primitive Cerebrocrustaceans took advantage of the storms surrounding the Encephalonus planets and it in turn resulted in the destruction. He has a high intelligence, being able to perform several complex calculations mentally, knowing e.g. the exact trajectory of a projectile at mid-flight; has the ability to control electrical energy, project force fields around him and others through thought and magnetic energy waves, accomplished by opening the exoskeleton plates on his skull, showing his brain or create electricity from his pincers without needing to open his skull plates as well; he also has the power to levitate; and cause a storm just by thinking.

* * *

"Ah it is wonderful to be back with the old cerebellum." he said. He then tried to pick up the pencil but it kept falling out of his claw. "Oh pathetic piece of metal and graphite." he said. "Wait I of course electromagnetic powers how could I be so simple minded." he said his shell then opened and he made lighting pick up his mechanical pencil He then made it write down all the answers he knew and that was all of them, after a short while he finished his homework. "Such a simple task almost seems like waste of my natural brain power, almost." with that he went on to do more work that was not do for a while.

* * *

And so ends another Ch, and Ben's aliens will come back in waves with the following Ch. Rath is the winner Brainstorm is just here to well just be used for well Ben's purposes. Other Aliens will appear thought the Ch to come, primarily runners up. Next time a Sorceress meets a witch and all helped by Fiery friend.


	6. Witche's Flame

Here is a new Fic called Ben10+VampirexTitans and as it says its a three way cross now its Ben10 meets Rosario+Vampire, meets Teen Titans. So Disclaimer all three shows belong not to me but there respective owners.

* * *

Ben was sitting on the roof of the boy's dormitory messing with the Ultimatrix to see what old forms had come back so far.

"Let's see…" he said as he scrolled through the holograms. "Swampfire, Heatblast, Echo-Echo, Diamondhead, Wildmutt, oh XLR8 neat, and even Humongousaur." he seemed really glad to have some classics and favorites back in his hands. "Well at least I can kick some more but with these." he grinned the Ultimatrix then started to glow showing him a new lesson from Azmuth. He tapped the dial activating the hologram.

"Greetings Ben, here is a new lesson as you know you are getting back your old forms and maybe even some new ones." the Hologram explained to him. "So I imagine you know that some of your forms have articles of clothing on them or did. And that the Ultimatrix also affected your clothing before as well, this is all because the Ultimatrix has a clothing function as well it has small Nanomachines that break up your close and hide them inside until needed or they alter them for your alien form." he went on, "This new feature will allow you to change that I know this may not be the most dire knowledge but this way you wont be put in danger when your transformation cancels and you no longer have a space suit. It also allows you to change the appearance of the Ultimatrix it's self. And now that it has fully charge all of it's functions it will enter it's final mode with full access to mentioned functions." he explained. "This is like with the old prototype Omnitrix the first old form and the advanced form same principal here, this code will make it personal to you alone." he finished with a new code for Ben to punch in.

"Why not I mean it's better then this bulky gauntlet it is now." he said he then twisted the face plate in the order described and tapped the side button for activation.

The Ultimatrix then changed as it glowed it then shrunk and became only slightly smaller then it first was but now it was a mix of white, black and green. The dial for his holograms was just above his wrist now and was a bit away from the rest of it surrounded by a green ring/disk setting; he now had a sort of black square touch screen in the back set in a white frame with two green lines along it making a blocky hour glass symbol. The lines went along the sides as well and boxed in the neon green tubes set in the black portions they where plugged into. And despite this it looked very thin and tight to Ben's arm. Looking like a natural part of his arm except for the fact it was an alien device.

"Wow now that is cool." he said, as he looked over the new look. "I wonder what's this touch screen thing?" he asked as he touched said section, it then shone to life showing info like popup for his forms. He then tapped it again and looked at the mini library. He found a selection for his close. The face plate also popped up as well but the hologram was now full colored rather then just green.

Ben looked at it and found out how it worked, basically it worked like a video game character outfit selection; he picks out a outfit then he can modify the color and design, he found he could even make armor like outfits. He found it could also make his close change as well, he found out it could mend and repair his close and change it into a new outfit. Ben thought this was cool but only used it for the forms that he has that where close he'd rather not put some on forms he knew it be best to be clothed. But forms like Humongousaur are better off as they where for the animalistic base. But for others that he was use to being clothed in to be seen wearing something that didn't look like a freaky gladiator.

"Well it may not be the most useful battle function." he said, "But I bet I won't go walking around in freaky close as aliens like Fourarms." he finished to him self. Behind Ben Cyborg was trying to sneak up on him. Ben then slammed the dial. "Stagshock!" he shouted as he gave him a slight electric shock.

"YOW!" he yelled comically as he was now fried, "Dang man how you know when I'm going to do that?" he asked.

"Lot's of practice." he said, as he changed back again. Cyborg then noticed the new look to the Ultimatrix as Ben was only in a T-shirt.

"New look?" he asked as he pointed to Ben's wrist.

"Yeah Azmuth sent over some commands for a new look." he explained. "It makes accessing some of the extra features simpler."

"Like?"

"Like… well like how to change the outfits some of my aliens have so now they don't look weird." he explained.

"So how does this thing really work you said it let's you walk in the shoes of another guy but this seems like a lot of extra stuff just for that?"

"Well the Ultimatrix is meant for greater things its actually called the Ultimate Omnitrix but Ultimatrix sounds easier." Ben explained. "But it was actually meant to be like a Noah's arc and it's wielder Noah." he went on.

"So that means you are the last hope for an alien species because you will have there DNA in the Ultimatrix." Cyborg surmised.

"Yeah in a nut shell, but it can also revive a species and repair genetic damage, and I imagine that Azmuth kept the functions like Ultimate and the boost function as protection methods for it." he figured.

"Wow man that's deep." Cyborg said. "But hey you got us to help you through it." he said as he but a hand on Ben's shoulder.

"Thanks Cy." he said.

"Besides you got your little girl friends to help you fell better too." Cyborg teased. Ben then had a tick mark on his head as he reached for the Ultimatrix.

"Cy you remember Rath right?" He asked darkly making Cy sweat drop worried.

"Wait come on man I was kidding!" he said as he waved his arms in protest.

Ben then slammed it on the hologram. "Lemme tell ya somethin Cyborg!" Rath shouted as all that could be heard was Cyborg screaming at the top of his lungs in a funny high voice.

* * *

The loud scream could be heard by all in there rooms, said scream shocked Raven as she was reading in her room.

"Looks like Cyborg made Rath mad." she guessed spot on as she went back to reading her book. Said book was big and a white in color with dark black lines and a white gem in the center, it had writing in some kind of old language that looked like several sharp lines all making letter like characters. "Now where was I." she said as she flipped a page. She then started to reed the spell inscribed. After a few words she made a sphere of white energy appear in front of her, she tried to steady it but it proved to be difficult. After a few minutes of trying to keep it's shape it faded away.

"Looks like this stuff is harder then I thought." she pondered to her self. "But then again this is some high end stuff not as easy as my normal stick of making stuff levitate." she then looked at a picture Ms Nekonome took of her and the others the day after they stopped Gin, it had them all huddled together smiling for the picture and Gin was to the side bruised and battered. Raven let a small smile cross her face at the found memories of her and her friends. She may not act it but all these unconventional people where her closest friends. An alien shape shifter, a cyborg, an alien, a vampire, and a succubus. One heck of a group of friends.

* * *

The next morning Ben was walking to school with the girls while Cyborg was following behind looking tired and beat up. "Man one joke and suddenly your kitty's scratching post." he complained.

"You shouldn't have pushed him so much." Raven said in a monotone voice. "It's funny when it happens but when you just bring it up from no where you get beat up."

"Yeah whatever." he griped.

Ben was checking the Ultimatrix again he was just seeing if there was anything new. "Hey Ben what happened to your watch?" Kurumu asked.

"It got a new look one that makes it easier to use." he said, "Now I have it so I can access extra things over here on this touch screen." he said pointing to said screen. "It makes it easier to use some of the extra features I never figured out how to use." he admitted scratching the back of his head.

"Can I see?" Kurumu asked.

"Sure." Ben then put his arm up and activated the touch screen showing images of his forms with small info bits. "This is the info gallery it shows me hints and facts on my forms so I know what they do before hand." he explained. Kurumu then grabbed onto his arm and huddled up close to see. "It also has a communicator, a radiation sensor, Alien language translator, a new universal time telling system, link up to the universes version of the Internet known as the Externaet, Holo-map projection, EMP blocker, and a alien presence scanner." he said.

"Wow it does all that?" Moka asked as she got close to see also.

"Yeah that seems incredible for one watch?" Raven said as she looked over his shoulder.

"Well it was made by the great Azmuth!" Ben said in a mock dramatic tone.

"Oh I have heard of him he is said to be the smartest living being in several galaxies." Starfire said as she looked over the other shoulder.

"Wow so he made your Ultimatrix." Moka asked.

"Yup and he upgraded my Ultimatrix because he thinks this is a better version for me." he said

"Really!" Cyborg asked as he huddled in looking from in front of them.

"Yup." he said.

"So any thing else?" Kurumu asked.

"It has a scanner that can scan and organize DNA." Ben said,

"How does it work?" Moka asked.

"I know you told me about this." Starfire said "It let's you scan the DNA of a sentient life form and allow you to transform into them."

"Correct Star." Ben said. "As Star just explained I can scan an alien or a more accurate description any sentient creature that is not a Human and become them."

"Even Yokai?" Moka asked.

"I don't know; if it could it would have done so when I met you or when you became your true forms, and it would have scanned you like when we met that fish man alien back at the Club festival." he explained.

"Interesting?" Cyborg commented. "Ah why are we all huddled together?"

"I don't know but let's disperse." Ben said as they all did but Kurumu still held on.

"Kurumu." Moka and Starfire glared.

"OK I get it." she said as she let go of Ben.

"You know I think they're posting the midterm results today," Moka commented, changing the subject. "So how do you think you all did?"

"Don't remind me," Kurumu grimaced.

"I…try not to think of such things," Ben chuckled nervously. He had studied of course, but he didn't have much confidence in his academics.

"I'm sure I passed." Cyborg said with a thumbs up.

"Well, I hope I do well," Moka smiled. "Do you want to go with me to see the scores later during lunch, Ben?"

"Sure," Ben nodded. It was getting increasingly hard to say no to Moka. But who could say no to such a cute face.

"I'm coming too!" Kurumu quickly spoke up. She instantly latched onto Ben's arm, practically laying claim on him to make sure everyone knew he was hers.

"I invited Ben, not you!" Moka huffed as she grabbed Ben's remaining arm.

"I'm not leaving my Destined One alone with you!" Kurumu snapped back. "You'd probably drain him dry of his precious blood at the first chance!"

"I would not!" Moka retorted. The two then started another one of there tug-a-war games.

"Right now I wish I could grow limbs back like Swampfire!" Ben shouted as his arms where practically being torn off by the girls.

* * *

The gang all stood among the students looking at the midterm results that were posted on the wall. Ben was trying to look for his score. He hoped he did well. He didn't want to fail but he wasn't the best student. The only reason he could do his homework was because he either copied Cyborg or did it as Brainstorm; and he couldn't very well change in the middle of an exam, could he? Maybe if he could use Ultimate Ben. But he never figured out how that function worked. He was only able to use it in his alien forms.

"I'm number 13!" Moka cried in surprise. "Yay! I knew that extra studying paid off!"

"Good job Moka!" Cyborg cheered as he put his hand up as they high fived. "I say I did pretty well I got three! I still have trouble with the writing system over here." he cheered. "How about you Rae?"

"I got nine." she answered. "Hey Ben what about you?"

"I got 35." he admitted. "Not that bad in my books."

"I got 12." Starfire said, "What about you friend Kurumu?" she asked.

"I got 198!" Kurumu shrieked. "Aw man!"

"I guess Kurumu didn't do so well," Ben chuckled.

"I suppose not," Moka sweat-dropped.

"It could be worse." Cyborg said.

"How?" Starfire asked.

"She could be one of those idiots." Raven said as she pointed to a group of idiot students who did well so bad the fact they didn't flunk was like getting an A.

As they were talking, a younger girl made her way up to the test score board. She was in a brown uniform and had a small cape on her shoulders with a witch's hat on her head. Her hair was brown and reached down on her chin. She seemed a little nervous, but still she looked at the board.

"Yukari Sendo…number 1," she read with a growing smile. "Great!"

"Well, well," a gravelly voice spoke up from behind the younger girl. "Looks like you got the top score again. Looks like you really did deserve to skip grades."

The girl, Yukari, turned around. In front of her was a teenage boy who was in the Youkai Academy uniform. He was missing the jacket and tie though. His skin was dark, as if it was tanned, and his eyes were slightly sunken in while his hair was almost white. His three cronies were pale and had sunken eyes with greasy hair. One was bigger and bulkier the second was skinny and had a Mohawk, and the third was fairly normal but had spiky hair. The leader also had an armband on that designated him as a class representative.

"Don't get a swelled head though," the Class rep hissed. "To me, you're just a little brat who is still stuck to mommy and daddy."

Yukari frowned. Before she could say anything, the class rep swatted her hat away. This did not go unnoticed by Ben and Cyborg.

"What's with your uniform anyway?" he growled. "I hate people who stick out!"

"Leave her alone!" Moka shouted as she got between the thugs and the little girl known as Yukari.

"This is none of your concern." he said.

"Maybe we just thinks it's not fair for you to pick on her!" Raven said she also stood in front of Yukari. "What's you problem with Witch's?"

"That's what I'd like to know." Ben said as he came up to there leader with a glare of his own. "I'm not a fan of bullies." he said venomously at him.

"Well this doesn't concern you, you American play boy." Their leader said.

"Well I'm new to Japan but I think you don't get the whole banter thing it goes like this; I insult you then you insult me." he said, "Yet that sounded more like a compliment." he joked people laughing at the leader.

"You little!" he hissed as he got ready to hit Ben, "This is none of your business." he said as he regained him self. "This is between us and that brat.

"Well to bad I'm making it my business." he said.

"Why would you protect her from what I heard you're a group of really powerful Yokai but yet you sink so low as to protect a Witch?" he hissed at him.

"Well let me see, I have witches in my family. And two friends who are witches so far I think I like witches more then I like you." he said to him by that time Kurumu and Starfire also came up to the thugs. "So your move." Ben said as he reached for the Ultimatrix.

"Boss were out numbered here." the spiky haired one said.

"I say we take them on." the one with the Mohawk said.

"No!" their leader hissed, he then glared at Ben while his eyes turned to slits. But Ben just glared back at him with a stare that would make some people scared out of there mind. They both could tell they didn't like one another. "Another time Gaijin." he said as they all backed out.

"Are you okay?" Moka asked the little girl.

"Yes," she said shyly she then looked at Ben. "Is it true about you having witches in your family?" she asked.

"In a way yes, but I'd rather not talk about it here." he said, "How about we all go get lunch." he suggested.

"Alright!" Cyborg said. "Come on I'm hungry!"

* * *

The group all went to the cafeteria and got lunch and all sat at a table.

"So you have witches in your family?" Yukari asked as she sat in front of Ben.

"Yes but well it's hard to explain," he started. "See my grandma is an energy being and she can control mana in ways that she can kind warp reality." he explained.

"Sugoi!" she beamed at his explanation.

"And well yeah she has control of magic the second is my cousin Gwen she is able to activate the blood we have from our Grandma and she can control Magic she has the power but her skill is lacking at least as she has been told." he went on, "So yeah that is the spiel on my family."

"So wait can you use mana like your family?" she asked him.

"Nope I don't have my Grandmother's spark. But according to my Grandpa I got her sense of humor." he joked earning a slight giggle from Yukari.

"You said you also had two friends that where also witches?" she asked.

"Yes one is a friend called Charmcaster at first she tried to kill me and my cousin, on many occasions but we became friends after we helped save her home dimension. And the second would be Raven." he sad as he pointed to said girl.

"Well technically I am but I prefer sorceress." she said.

"Really?" Yukari asked with stars in her eyes. "What kind of magic do you know?" she asked.

"Well my kind of Magic is a little darker." she said as she made dark energy cover her hand.

"Dark Magic not many magic users know it and have such control over it." Yukari said.

"I know but I'm the exception to that rule." she smirked.

"She is really good." Cyborg said as he munched down tons of food. "she can levitate stuff and teleport people."

"Really you know how to Teleport people?" she asked.

"Yeah from what I know that's tough trick to master and you do it so easily." Ben tossed in his two bits.

"It's nothing really." she said.

"Oh come on you rock Rae." Ben said. "Why don't you teach Yukari some things." he suggested.

"Well I never thought about teaching some one." she said pondered.

"Really you would?" she asked really hopeful.

"If I knew a little more my self I would but like I said I'm still learning my self." she said. "Maybe I'll show you a few tricks." she offered.

"Okay." she agreed.

After a few more minutes of talking Ben and Raven learned quite a lot about Yukari. "So, you're a genius, huh?" Raven asked.

"Sure am!" she boasted. "The smartest girl in this school!"

"Well, it must be lonely without kids your own age here," Ben pointed out.

"It is," she frowned sadly, "Especially if you're a witch."

"What's wrong with that?" Ben asked

"I'd like to know that my self?" Raven asked. "I've never had many friends my self but I had an unconventional child hood."

"You wouldn't understand I guess." Yukari frowned.

"Try me," Ben said. "I've heard a lot of stuff that sounded crazy, and believed it because it was important."

"Well, it's because…" she began to speak but hastily changed the subject. She eyed the object on Ben's wrist and pointed at it quickly, "Hey, what's that on your wrist?" She could feel some kind of energy coming from it not Magic per say but strong like the strength level of a Yokai strong.

Ben looked down at the Ultimatrix and quickly covered it with his sleeve. "Oh, it's just a watch. It's nothing special. Don't worry about it." Yukari was suspicious. She'd caught Ben's surprised expression when she mentioned that watch. Why was that exactly? Was it something important like the key to his rumored multiple transformations.

Moka, Starfire and Kurumu sat a bit farther away. "That girl is gonna be trouble, I can feel it." muttered Kurumu.

"What makes you say that?" asked Moka.

"Yes the little one seems to not bare any ill intentions towards Ben." Starfire said.

"She has a crush on Ben. I can tell," Kurumu pointed out.

"A crush?" Starfire asked.

"Oh a crush means you like some one kind of like you idolize them with most little girls they dream of being there girlfriend." Moka explained.

"Spot on, now to the main point now watch and learn." Kurumu said "She will ask if he has a girlfriend."

"So, Ben, do you have a girlfriend?" asked Yukari.

"See." Kurumu said.

"Well…" Ben rubbed his neck uncomfortably at the abrupt question. "I had one but not any more." he said a little down. "But now I have friends who are girls if that counts."

"I don't think but you could always ask them at any time to be said girlfriend." Raven joked with a small chuckle.

"Oh come on not you too." he complained.

"You where correct." Starfire said. "How did you know?"

"Simple I would wonder if the person I had developed a crush had a special girl already and then judge if she would get in my way." she explained. "And since Ben is to shy to admit he has me, now the bad part comes up." she said her anger growing for something that hasn't wait hold that thought.

"Then I have decided I will be your girlfriend!" Yukari shouted, Ben who had taken a drink of soda did a spit take that sprayed some random student in the face.

"What!" he asked as he coughed a bit.

"What!" Moka and Starfire shouted as Kurumu was just mad she was right. Sometimes being right kind of sucks.

"This it the one time I hate being right." she grumbled.

"Wow I actually saw that coming." Raven said.

"Me too!" Cyborg said from the lunch line as he was getting ah about tenth's.

"Oh, we'll be so perfect together, you'll see!" Yukari.

"W-wow wow! Wait! Hold on just a minute!" Ben panicked. "Aren't you a little too young for me? I mean I'm sixteen seventeen in a few months. And your not even a teenager."

"I'll be twelve on my next birthday," she defended. "And ages is only a number I mean look at Romeo and Juliet."

"Yeah but they died." he defended.

"We will over look that part." she said.

"Look Yukari I know you like me but the truth is I'm not looking for a girlfriend right now I hope you can understand I'm not looking for any one right now."

"I suppose I understand." she said a little sullied "But I won't give up on you!" she boasted happily. "We will be together."

"This is like a bad romance show." Raven said.

"Some one is really out to get me aren't they?" he asked no one in particular with cartoon tears poring out of his eyes as Yukari hung onto him.

* * *

After that wherever Ben went, Yukari was always there. She would grip Ben's arm and chatter with him over anything and everything. She would even cling to Ben's back and get lifts. Moka, Kurumu and Starfire where really jealous but they could tell Ben was just humoring Yukari cause he knew her crush was puppy love. In reality he was acting more like a sweet older brother.

She also grew really attached to Raven as a sister, they talked about things a lot. The same could be said about Raven, she made a connection with the little witch. But in reality Ben and Raven where acting like surrogate guardians for the little witch no one picked on her while one of them was with her. And she felt happy with them.

"Please?" Yukari asked Ben.

"No." he said.

"Please?"

"No."

"Please?"

"No." Ben continued as Yukari kept trying to get the secret out of him.

"Please tell me what you are?" she asked. "I have heard you can become a beast like monster a bird, a bug and a dolphin as well as a Weretiger like form that was able to best a Werewolf during a full moon." she said.

"So that's what people are calling Rath." he said to him self. "Any way no." he said.

"Ah Phooey." she pouted. "But why you know I'm a witch." she said.

"Well true but it's to complicated and I'm still thinking about telling you." he said honestly making the girls look at him shocked. Raven seemed to approve of his logic, so did Cyborg.

"Really okay what do I have to do to get you to tell me?" she asked him.

"It's not that easy." he said. "If I think I can tell you then I will my secret is really secret if anyone knew they could cause big trouble for me." he said.

"It has something to do with how to beat you doesn't it?" she asked.

"Yes and no." he said in a mysterious way.

"Ah well then what is you need in order to tell me?" she asked determined to know.

"To know I can truly trust you to keep and or accept my secret." he said.

"Huh accept." she said to her self. She then pondered what he meant by that.

"Ben are you sure about telling her?" Kurumu asked as she dragged him away.

"Maybe I can tell she's alone and I want to be her friend and I don't want to hide a secret like this from her." he explained. "I know you kind of feel tense around her but don't worry, okay I can tell she's a good kid. Just trust me okay."

"Only because it's you, other wise I would have gotten rid of her along time ago." she said.

"Kurumu." Ben said with a stare that told her to be nice.

"Sorry but I trust you okay, I have to you're my destined one." she purred as she hugged his arm. "So why don't we leave her to hang out with the others and we go do something fun?"

"Nope." he said in a deadpan tone, making her fall on her face.

"Hey!" Yukari shouted at Kurumu.

"What?" she asked.

"Leave Ben alone Boobzilla." she shouted.

"Excuse me?" she screeched at the young witch.

"Cat fight!" Cyborg said.

"I said leave him alone you stupid cow!" she shouted again.

"Why you!" she said as Ben held her back.

"Kurumu stop." Ben said.

"Your not good enough for Ben." she said making her even more mad. "Your grades are awful and your reek of desperation." she finished by plugging her nose.

"Why you little… when I get my hands on you I'm going to…." she yelled as she got free and chased her, Yukari then pulled out a wand with a heart at the top and a crystal in the center.

"Hah!" Yukari cried as a burst of light came from the wand. At first nothing seemed to happen before a large pail dropped from out of nowhere and hit Kurumu on the head. The succubus went down in a heap with the pail vanishing in a puff of smoke.

"Ow…" she groaned on the ground.

"Kurumu!" Ben said as he helped her up. "Are you okay?"

"I will be after I rip her to shreds!" she shouted as she tried to reach for Yukari but Ben held her back again.

"Kurumu wait she's just a kid you don't need to hurt her." Cyborg said.

"Cy's right just let it go." Ben said, "But still that was very mean Yukari."

"But she's trying to take you away from me." she defended.

"No she's not." Ben said, "I'm not one to follow a girl back to her room just because of a few sweet nothings."

"Hey!" she complained.

"I'm just saying I'm not one to be taken in so easily."

"Well see." she said.

"See she is trying to take you away." Yukari pouted.

"But Kurumu is my friend, maybe a bit to clingy but she is still one of my good friends I can trust." he said.

"Even with your secret?" Yukari asked a little down.

"Ah… well you see…" he started nervous. "there's a reason… I let her know."

"Man your sinking fast." Cyborg joked with a nudge to his shoulder.

"You're a great help Cy." he said. Yukari then started to look sad.

"So you trust her more then you do me?" she asked.

"Look it's just I know Kurumu is okay with knowing what I am, and I'm note sure if you will." he said. "It's something I don't want a lot of people here to know about me."

"Then why not tell me?" she asked her eyes watery.

"Well…" He paused.

"Look Yukari Ben's secret is something no one can ever learn about." Raven interrupted.

"I won't tell any one I promise." she said really desperate to know.

"I know that but just knowing it could put you in trouble as well." Ben said.

"Ben is not suppose to be here." Moka said. "He is here for certain reasons."

"So everyone knows but me?" she asked.

"Look Yukari…" he started. But Yukari then ran away. "Yukari!" he shouted as he followed.

"Wait up!" Cyborg said as he and the girls all followed.

* * *

Mean while on another end of the school. The bullies from earlier where sitting around talking.

"Boss what do we do now as long as the little brat has Tennyson around we can't get to her." the Mohawk one said.

"I know that you idiot." he said. "But the moment that she is away from him we make our move." he said.

"Why not just take down Tennyson too?" asked his bigger companion.

"Simple we can't do that unless it's a last resort." he said, "Simply because he is friends with the prettiest girls in school." he explained. "Doing that will put is in trouble and we'll end up being enemy number one."

"Plus Tennyson is also able to beat high ranking monsters." the spiky haired one. "He was able to defeat a Werewolf on a full moon."

"I doubt he did that he always has the big guy around him." there boss said. "Plus I heard that those girl are very strong as well."

"So how do we go about doing this then?" the Mohawk one asked.

"How about I lend you a hand." a British voice said. They looked around and saw nothing.

"Who's there?" the Class Representative asked.

"Me oh no one important just your random invisible type." he said as he appeared in front of them, he was tall and slender but still muscular. His body seemed to be made of dark purple bandages, and he had two sharp purple eyes. "My name is Phanto and I'm here to take care of Tennyson for my boss." he explained. "And I can help you if you'll help me you see I have to whack Tennyson if you help me I'll give you the chance at the girl." he said.

"Okay so all we have to do is help you take him down?" asked the spiky haired one.

"Yes do that and you will get your pay back." he said, "My plan is simple." he said as he motioned them to get close. He then whispered his plan.

* * *

"Yukari!" Ben said as he had lost the little witch as he followed her.

"Man she is fast." Cyborg said.

"Or smart she must have hid some where." he said.

"Where could we find her?" Starfire asked.

"Why does she seem do distant?" Ben asked.

"It could be with the fact she is a border being." Kurumu said.

"Border beings?" Ben repeated.

"Witches are considered outcasts since they are neither human nor monster," said Kurumu. "In fact, Yukari's being harassed by her classmates because of that. It's worse because she's a lot smarter than them and she's only 11."

"So…that's what she meant," Ben mumbled, "That sounds unfair."

"I heard that she sometimes plays pranks to get back at her classmates," added Kurumu.

"Must be lonely," stated Moka, understanding how it felt to be an outcast herself.

"I could relate." Raven said.

"Well it's great we know why she seems so distant but it won't help if we don't know where she is." Cyborg said. "So where could she be?"

"She might be hiding some where, like the woods." Raven said. "I can sense her some where around there, and some one else, and there not of this world is all I can say." she said. "And something else four something's."

"Then let's get going." Ben said as they all made ran in the right direction. _"I just hope something bad doesn't happen."_

* * *

Dashing alone the back of the school was a sniffling Yukari, she then collided with a body. Shaking her head, she looked up to see who had collided with. Her eyes widened and her heart sank when she saw the face of the class Rep.

"Well, well, look at what we have here," the Class Rep smirked while his cronies chuckled. "Now we have our little witch all alone. We also know you revealed your true form to the Gaijin and his friends. You know that's against the rules!"

"Uh…uh..." Yukari gulped.

"Well, we'll just have to exact punishment for this," the Class Rep smirked. "Follow me."

"Nooooo!" Yukari cried as she struggled against the strong grip. "Lemme go!"

"Oh shut up brat your just bait for our bigger problem Tennyson. He will come to save you and then we'll have him." the Class Rep said.

"What?" she asked as she was dragged.

* * *

Ben and the others where all still running through the woods. "We may not find her in time." Cyborg said.

"I know this place is to big." Ben replied. "I know Raven you can sense Yukari right."

"Yeah why?" she asked.

"Well you could teleport us there or near by to help her." he suggested.

"I could try but I need to focus." she said.

"Well then do it girl." Cyborg said. Raven then sat down and focused she then made a black circle that enveloped them all she then opened her eyes as a dome encased them and then disappeared.

* * *

"Ow!" Yukari cried as she was thrown against a tree.

"You don't know how long I've been waiting for this," the Class Rep hissed as he cracked his knuckles. "A little freak like you has no place here!"

Before Yukari's terrified eyes, the skin of the four bullies cracked as their faces elongated. Their hands turned to claws while their eyes turned yellow and slitted. Yukari recognized what these were Lizardmen! But there appearance where all different. The class Rep was tall and had smooth green scales and no particular extra features but he had a very long tail. The big one was taller and more menacing with rough black scales that looked more like stone, he looked like a giant Iguana. The one that had a Mohawk was a dull yellow color with a row of spikes on his head replacing his Mohawk, the spiky haired one was now dark brown with spikes all over looking like a Thorny Devil.

"Now what do we do to you?" the Class Rep growled.

"Back off!" Yukari cried as she drew her wand. Before she could complete her spell, the Class rep grabbed the wand and chomped the top off.

"Oh, I'm sorry," he laughed. "Did I break your little toy? Whoops! Now where were we?"

"Boss what about the plan?" the skinny one asked.

"Your right." he excepted. "Your lucky we need you alive a little longer." he hissed. Yukari then tried to use her powers and made a rock levitate and hit him in the face. "You little brat!" he roared. He then raised his claw up to cut her down but his caws hit a wall of dark energy. "What?"

"I think you should leave her alone." Raven said as she appeared from behind Yukari.

"Raven?" Yukari asked as she looked up at her.

"It's the other witch." Hissed the Mohawk Lizardman.

"You know it." she said.

"And some back up also." they all looked to the speaker and saw Ben and the others all standing on a hill above them. "Hey!" he said.

"Just like I figured you would come." The class Rep said. He then snapped as an army of Zombie minions appeared around them.

"It appears as if who ever is making these creatures is asking for help from our own school enemies." Starfire said.

"Oh well Hero Time!" Ben shouted as he slammed the Ultimatrix face already set on a favorite. Vines then covered his body and he was now in a new form. He stood a little taller then a normal person and was obviously a plant, as he was completely green except for parts that where black which where parts of his ribs and his entire head. He also had green and red seed pods on his shoulder, and his black head had red petals along the side of it with a yellow one at the top making a fiery look. His feet look like roots with rocks in them. His eyes where glowing green with his Ultimatrix badge as he stared down the Lizardmen and the Zombie minions.

"Swampfire!" he shouted as he pumped his arms.

* * *

Swampfire is a Methanosian from the planet Methanos, and is described as a living swamp. He has superhuman strength, ability to control plant life through a type of flammable gas, that can also act as a knock out gas, and the ability to create fire from his hands and other Methanosian's have shown to be able to use there mouths, which can also be used to launch his body for flight; the fire is created by igniting methane naturally produced within his body, which causes him to have a bad odor. He can also produce seeds that quickly grow into vines that he can control. Has vast regenerative ability, which allows him to alter his own body to do things such as dig underground in vine form, growing his feet to root himself into the ground, heal his lost limbs or of other's, this ability makes him almost indestructible. However, Swampfire is more vulnerable than other aliens like Heatblast because he can be frozen for periods of time, unlike Heatblast, who is completely invulnerable to cold.

* * *

"So he's some kind of plant?" the Cass rep asked.

"Yeah well this plant is going to kick your scaly butt!" the Methanosian mocked, he then jumped into the air and delivered a kick to there leader that sent him flying back. As he landed the bigger one tried to punch Swampfire's head off but the Methanosian ducked and back handed him and followed with an uppercut that sent him flying back. The two skinny ones also tried to get him at the same time but he grabbed there hands and tossed them away into a group of Zombie minions. "Come on I'm just getting started." he taunted.

"Why you little…!" the Class Rep hissed. He then lunged at Swampfire and bit his arm off. "Not so tuff now huh?"

"You'd think so wouldn't you?" he said as his arm grew back stunning him. He then raised his hands as Fire ignited in them shocking him even more.

"How are you doing that plants can't control fire!" he said Swampfire's answer was to toss a fire ball at his face that sent him flying back again.

"Trade secret!" he shouted as he covered his fist in fire and punched out the minions that tried to attack him. He then shot jet of fire at a group of them that burned most of them away. He then ducked under a claw swipe from one and delivered an uppercut that sent him into another.

As the bid Iguana Lizardman got up he looked up to see a metallic figure. "What's up doc?" Cyborg asked as he slammed his fist into his other hand. He then punched him and sent him flying into a group of minions. "Booyah!" he said as he jumped after him and clasped his hands together and delivered a hammer slam to the Iguana Lizardman. Making a large crater. Cyborg then got up and began to walk away until a lizard tail wrapped around his leg and tossed him into a tree.

The Iguana Lizardman let lose a loud roar as he rushed at Cyborg and hit him with a haymaker that sent them tumbling across the ground. Cyborg then grabbed his arms and tried to push him off but he proved to be fairly strong. "Man your breath stinks!" he said as the Lizardman was trying to bite his face off. "You know with a face like that it's about time some one gave you the boot!" he said as he put his foot up to his face. It then opened to show a barrel; a ominous blue glow then came from it, he then shot a sonic blast that sent him flying back and crushing a group of minions.

As he got up Cyborg then delivered a punch to his face that made him tumble back, and he then delivered another one followed by a back hand that sent him back farther. As he got up he revived a boot to his face, he then looked up to see Cyborg's arm now in it's sonic cannon. "Boom!" he said as he fired it at him and sent him flying back into a series of tombstones and finally stopping in a large boulder.

Swampfire and the class rep where having a boxing match of there own. Swampfire delivered a right hook to his nose and followed it up with a Chuck Norris style Round house that sent him crashing into a tree. The Class Rep then dodged a tree breaking punch. The tree then fell over but Swampfire caught it and lifted it up over his head, "Hey Gecko boy try this!" he said as he tossed it at him like a giant spear that crashed into the Lizard man and sent him crashing into another big group of minions. He then started to walk over to the fallen Lizardman but stopped short when a red substance crossed his path and melted away at the ground in front of him. He then looked at the Spike covered Lizard man the red substance seeping from his eyes. "Ewe now that's just gross." he said.

"Hah!" he shouted as he fired more from his eyes that started to melt away at materials. He ducked and rolled away from them while punching out Zombie minions. The Lizard man continued to shoot the corrosive red substance at him. Until a green blast of energy hit his back and knocked him off his feet and skidding across the ground.

"Thanks Star." Swampfire thanked said friend as she landed next to him.

"Are you alright?" she asked.

"Fine I can regenerate any way so I'm fine. But after I'm done with him he won't." he said. He then looked as the Spike covered Lizard man got up. Swampfire then summoned fire balls as Starfire created Star-bolts. The two then fired a barrage of attacks at the Lizard man that disoriented him. When he could see again he saw Swampfire deliver a powerful punch to his face that sent him tumbling back he then saw Starfire punch him. The two then took turns punching him but this one seemed to have stronger armored scales. As he recovered still groggy from the beat down he saw the two thinking up an idea. "Hey Star you hit high I hit low!" he suggested. She nodded and flew high into the air.

Swampfire then turned to vines and dug underground, the next thing the Lizardman knew the ground below him erupted into flames and sent him high into the air. Next thing to happen he was pelted by Starfire's star bolts. As the smoke cleared Star then delivered a powerful axe kick to him that sent him crashing to the ground below. He was then met by a fiery left to his face that sent him into a tree. He then slowly slid down the side of the tree out cold.

"Now that was awesome." Swampfire said. He then back handed a minion that tried to sneak up on him.

"Wow!" Yukari said as she saw Swampfire and Starfire fight off minions, "Ben is strong, why is he so secretive of his form?"

"That isn't Ben's true form." Moka said. "This is one of them called Swampfire it may not be his best smelling form but it's one of his best."

"So you all know his true form?" she asked.

"Yup Ben's a sort of Shape shifter but he has a true form he is in 24-7." Kurumu said. At that time neither of them noticed the Mohawk Lizardman sneaking up on them from the tree.

"Look out!" Raven shouted as she made several tomb stones fly up and hit the Lizardman. He then fell a mess. "Sneaky one." she said as Kurumu grew her claws and Moka took Yukari to hide. The Lizardman got up and shot his tongue at the two girls only for them to both dodged by jumping to the side.

"That is really gross." Kurumu commented. The Lizard man then made a move for her with his claws but she ducked under and delivered a punch to his face followed by a kick to his gut, and finished by a reverse round house to his lowered head. He stumbled back, but regained him self and tried to impale her with his tongue again. Only to hit a black shield of energy. He then looked to see Raven with her hands covered in dark magic. "You should pay better attention lizard lips!" Kurumu said as she kicked him upside his head and sent him tumbling across the ground.

He then got up to see a large stone fly at him, he easily jumped over only for Kurumu to hit him with a literal flying side kick. That sent him back to the ground, as he set him self right he was then covered by black energy that tied his arms behind his back. Kurumu then delivered an ax kick to his head that made him fall into the dirt, he was then lifted up into the air and tossed across the ground upside down. Raven then jumped up and landed a powerful tornado kick to his head that sent him back over to Kurumu. She then slashed him with her claws with enough force to break the magic straight jacket and send him crashing into a tomb stone. He then got back up groggily.

"RAGH!" he roared as he lunged with his claws; Kurumu then countered and parried his attacks she then kicked him upside the head followed by a series of slashes that shredded his shirt and made several scratches to his armored hide. She then followed up by back flipping and delivering a kick to his chin sending him flying into a tree. As he got up Raven sent more tombs stones crashing into him and all breaking on impact and eventually crash through the tree. As he got up he was then kicked upside the head again courtesy of Kurumu as he got his bearings back Raven then hit him with another one. As he stumbled back Raven fired a blast of her dark magic to him that sent him flying into a tree. He was then greeted by a series of slashes from Kurumu that broke skin and made small bleeding cuts.

"And now the finisher." Raven said. "_Azarath Metrion Zinthos_!" she chanted as she fired a large blast of dark magic that hit the Lizardman with great force and knocked him out cold.

"Nice job girl." Kurumu remarked as they slapped hands with a high five.

At that time Swampfire was tossed to the ground and dog piled by a horde of Zombie minions. "Ben!" Moka said as she tried to help.

"Moka stay back!" he said as he tried to push them off. But they proved to many as they clawed and bit away at him. They then tossed parts they ripped off. The parts then slithered and reformed into the Methanosian next to the girls. "Those guys just mutilated me." he said as he shot up angry. "Man I hate these things!" his anger grew more and more and then Swampfire did something he never did before personally. He shot fire from his mouth? The blast of fire burned away all the minions.

"Wow never knew I could do that." he commented as he did it again. "That is just cool. I wonder if I breath fire can I." he said as he looked at what would anatomically be a humans butt. But since Swampfire is a plant he doubts he has one.

"Your not thinking what I think you are?" Moka asked.

"Oh come on I breath fire so why not?" he shrugged. He was then tackled by the Class Rep. "You don't quite do you?" he asked as he kicked him off. Swampfire then shot a burst of flames from his hands that hit the Class rep and sent him skidding back across the ground and as he stopped his head hit something that was not there.

"You guys seem to be failing." the voice said. But no one could see anything. Swampfire then changed back to normal Ben.

"Hey who's there?" he asked.

"Me!" the voice said as it presented him self with more minions behind him. "Name be Phanto phantom thief and assassin." he said as he showed him self. "And I'm here to take care of you." he said as he twirled around a clear see-through cane that looked like it was invisible.

"**Uncatalogued alien DNA!" **The Ultimatrix said as it sent out the yellow scan beam.

"So this guy is an alien?" Kurumu asked.

"Looks like it." Cyborg said as he came back dragging the two other Lizardmen.

"Yup and you all are in my bosses way so I'm here to send you all to an untimely demise!" he said as he pointed the cane at them. "Sick em and the Lizards too!" he ordered as all the zombie minions attacked.

"I hate to say this but get these freaks out of here." Ben said. He then slammed the Ultimatrix. "Stagshock!" he shouted as he punched out several minions. "Moka we need everyone for this." he said as she gave him a nod. He then yanked off her Rosario.

"So you call me out for this?" Moka-sama asked.

"Actually him!" he said pointing to the one known as Phanto.

"An invisible man alien?" she asked.

"Looks like it." Stagshock said. "Want to give it a go." They both then ran at him and took out every minion in there way while the others took out the stragglers and protected the beat up Lizardmen. Stagshock then fired a blast of electric energy at Phanto but he disappeared from sight. "Right invisible." Stagshock said, he then put his right arm over his left. And made a violin like tune, bugs from all over the forest swarmed around him he then changed the tone thus changing his order and made them sniff out the invisible alien. They all then converged on him.

"Get these thing off me!" he ordered, he then returned to normal. He then got tired of the bugs and made a force field that looked like shimmers of light off of water; all over his body, he then spread his arms and made it disperse and knock away all the bugs. He was then punched in the face by Stagshock and tumbled back. Only to be kicked in the gut by Moka and crash into several tree's. "Oh I liked that!" he said as he got up and cracked his neck. "But it will take more then that." He then made several orbs of invisible energy on his hands and shot them at the two that hit with incredible force. They skidded back and stopped.

"Now that was cool I can't wait to use that form." Stagshock said.

"Stay focused." Moka scolded.

"Sorry habit." he apologized. "I distract him you deal the big blow." he suggested.

"I like the way you think." she said. Stagshock then fired a blast of electric energy at Phanto but he made a shield that blocked it, Moka then appeared behind him in an incredible show of speed and delivered a devastating round house to him that sent him through his own shield. He was then smashed into the ground by Stagshock. Stagshock then pulled him up and kicked him upside the head and sent him into a tree. As he recovered Moka delivered another kick to him that sent him through the tree and then several tomb stones.

"Yeah this guy is so going down." Cyborg said.

Then to all there shock Phanto got back up. "Ah that was a good hit there ya bugger." he said as he dusted him self off. "But here is my trick as long as I'm visible I can make a armor of light that protects my from blunt force impact." he explained.

"This just got harder." Stagshock said. "Looks like we need to settle this in an old west style best shot wins."

"Seems about right." he said as he focused more orbs of light energy on his hands. He then fired them and as each one left another formed giving him rapid fire capability. Stagshock responded by making a wall of electricity that stopped them he then fired several bolts of lighting. But Phanto dodged them easily and fired more shots of his own.

"Not bad but mine are electrifying!" Stagshock said as he fired several more electric bolts.

"Well looks like I'm of no help here." Moka sighed.

"Hey it's not like you can fire bolts of something at the guy." Cyborg said as several more minions encircled them.

"I'll take care of them make sure the scaly ones are taken care of." Moka said she then kicked one away just as it came at her with it's claws. She then delivered another kick to another making him fly into the path of the fire fight between aliens.

"Wow!" Yukari said as she was watching form a safe distance she also didn't notice one of the Zombie Minions sneak up on her. Then with a loud roar he jumped up and came in with it's claws. She had only a moment to scream until the monster was kicked away. She looked up to see Moka protecting her.

"These things are truly weak to pick on an opponent with there back turned." she smirked as she mover her hair out her eyes. "Are you alright?" she asked.

"Yes." Yukari answered weakly. By this time Stagshock was knocked back and skidded across the ground near them.

He then got up still energetic as his exoskeleton armor offered great protection. "Looks like electricity isn't working." Stagshock said. "Then let's heat things up." he said as he slammed his Ultimatrix. His body then changed now he was little taller then he normally is, and was covered in black rocks with yellow lines across his body. His hands and feat where totally yellow and his hands where large. His head was covered in bright flames and his face was a stone mask that incased his two dark green eyes glowing like the Ultimatrix set in his chest.

"Heatblast!" he shouted.

* * *

Heatblast is a Pyronite from the star Pyros, with the ability to control heat at will, either projecting it in a wide range of forms or absorbing it into himself. With this ability, he can't just fire streams of flame or creates fireballs, he can manifest tornadoes of flame, used to carry himself and others in a short distances; can radiate heat in all directions for a localized explosion; he can also achieve flight by firing at the ground to propel himself like a rocket or making a fireball like meteor to ride like a board. Apart from this, Heatblast showed to be a highly durable alien, due to his being made of rock, and also has limited Terrakinetic abilities by make flying rock propelled by his flames. When Ben gets a cold, Heatblast's powers are reversed, giving him cryokinetic (cold and ice) powers instead of the normal pyrokinetic (heat and flame) powers. Heatblast's powers can be negated by sufficient amounts of water or similar fire-extinguishing materials and large amounts of water can extinguish him permanently.

* * *

"Whew that's HOT!" Cyborg said.

"Now this is just like ridding a bike never forget but you do pick up a trick or two." he said, he then swung his arm and made a large crescent of fire he shot at Phanto. But he blocked it with a light shield.

"Woah that is some hot stuff there governor." he said. He then shot his spheres of energy at him but Heatblast jumped around and fired fire balls back at him. There attack either met in-between, missed, or hit them but made little damage. Heatblast then made his feet shoot a powerful jet of flame that carried him across the ground and deliver a powerful punch to Phanto that sent him skidding back. He then fired another blast of light energy that hit him with enough force to make him hit a tree and make sparks of fire. Heatblast then pushed him self off the tree, and fired several fireballs. Phanto blocked them with a shield he then fired several through his shield. But where all blocked when the Pyronite made a wall of flames to cover his escape. Phanto saw he was gone and looked around frantic. He then looked up to see him come down with a punch that lit the ground under his feet with fired and make the ground break apart. Phanto then jumped back and made platforms from his power to cover his stand mid air.

"Neat trick but mine is better." Heatblast boasted as he made many large rocks lift up and act as a stair case to Phanto.

"Then try this on for size!" he said as he made an energy cast of his whole body he then fired it from his chest as a large blast that broke several rocks.

"Not bad but again I like mine better!" he said as he fired a large fire ball from his chest that flew at him and shattered his platform. "Oh yeah who's hot?" he boasted as he danced on his rock board.

"Keep focus!" Moka shouted to the show boat. She then kicked away a Zombie minion.

"Your lady's right there my friend never count out the bad guy." Phanto said as he made another platform carry him up to Heatblast where he fired another blast from his chest that knocked him off his board.

"She's not my lady ." Heatblast said as he carried him self in the air with flames from his feet.

"Oh come on she berates you like a bitter wife and you can read each other's mind to know what to do to fight in tandem." he said "Sounds like a couple to me." he said as he made a large ball of light energy that Heatblast dodged.

"Your opinion she's just a friend man." he said as he shot a stream of flames at him, but they where blocked by a large disc shield. Phanto then focused large amounts of energy. "Oh man."

"This is my strongest trick my friend and well I guess this is laser!" he joked making only him self laugh as he then made it into a focused sphere that collected solar energy. "Bye!" he said as he shot it at the disk that acted as a magnifying class that fired a large Laser.

"This is going to heart." Heatblast said as he fired a large burst of heat that countered the beam but they both exploded and Heatblast landed in the ground making a large crater, he seemed out cold but his transformation held up.

"BEN!" everyone said as they went to check on him

"Ben!" Kurumu said, but Cyborg held her back.

"Careful he's still a walking campfire we can't help him unless he turns back." he said.

"I'm fine." he said as he got up.

"Are you sure why not use a different form?" Moka asked.

"Like what if I use another physical form it won't affect him, and he has to many tricks to use any other form I have at the moment." he said he then got an idea as he looked at the Ultimatrix. "Unless, I think I know what to do." he said.

"Well what?" Moka asked.

"You'll see just stand back this is going to be a first for me. Well as Heatblast that is." he said. He then flew back over to Phanto.

"Back for more?" he asked.

"You could say that." he said

"So what you going to keep this up you know soon you're watch will run out of juice and I'll get you." he pointed out.

"Well then I guess it's time for me to go Ultimate!" he shouted as he twisted the badge the face then popped out and he slammed it back in. Making four spikes shoot out and send a green surge of energy that changed him. The yellow lines where now pure red, along with his fire, his hands and feet also had the scattered rocks like the rest of his body as well, he was now taller and more muscular, his stones were now pitch black with a few lighter stones here and there. He now had volcanoes on his shoulders as well. His head was now fully exposed with similar flame lines, and his mouth was closed off like a kind of mask.

"**Ultimate Heatblast!**" he shouted with flames bursting all through out of his body.

"Well alright!" Cyborg said.

"I remember the last time he did this." Raven said. "It made his form much stronger and gave him new powers."

"Yes Ben said this was the Ultimate feature." Starfire said. "It evolves his alien and is now much more combat ready."

"Wow!" Kurumu said. Moka only smirked as the two aliens started to fight again.

Ultimate Heatblast jumped up and covered his fist in flames as he punched at Phanto the hit made him fly back into a tree. He then fired a stream of Magma instead of flames. Phanto ran to avoid the molten liquid, that burned everything it came in contact. He tried to shoot blasts of light at the evolved Pyronite but they all blew up before they could hit from the extreme heat that emanated off him. Suffice to say he was shocked as Ultimate Heatblast strode closer to him. He popped his neck from left to right as he then charged up heat into his hand. He then made a ball of molten magma that hardened and became a rock covered in flames.

"Try this." he said in his deeper voice. He then fired that make shift meteor at him and it knocked him back flying. As Phanto landed he made a large shield of energy but he was pelted my more meteor's. "Okay if the direct approach wont work let's play unfair." he said he then slammed his hands into the ground and the ground between the two turned into molten Lava that even under Phanto started to burn at his feet. He made his shield grow under his feet as well but the heat was still to unbearable. "And pop goes the weasel!" he said as he made one last push that made the ground under him erupt and send him flying high into the air.

"Oh this is going to burn!" Phanto said as he fell back down.

"Yes it is!" Ultimate Heatblast replied he then spread his arms as large rock lifted up and covered in flames as well. "Inferno Cannon!" he shouted as the stones made a cylinder that spun around at great speeds he then fired a large spew of magma and flames from where his mouth would be. The large blast was shot further by the vortex of flaming earth and shot at Phanto and hit him with great force and heat he then fell down burned and beaten. He then looked up one more time to see a pair of feminine legs in front of him.

"Oh no!" he cried.

"Oh yes … NOW LEARN YOUR PLACE!" Moka shouted as she kicked him into a series of tree's.

"Bit over kill." Ultimate Heatblast said as he returned to normal then back to Ben but for some reason his eyes where glowing for a second after wards.

"Ben you okay?" Kurumu asked as she was instantly at his side.

"Fine him not so much." he said.

"This way he won't be getting up." Moka said.

"Good point let's go get him." Ben said as they all jogged over to capture the alien assassin. Thee was a flash of lightning by the time they got there and could fine nothing. "Looks Like he got away, how I would really like to know?" he said.

"Man we get close and someone takes away our captive." Cyborg complained. "How do we fix this whole ah burning ground thing?" he asked as they noticed the burn damage Heatblast made.

"I think we'll be fine where in the middle of the woods any way." Moka said.

"Well let's go I think the cold blooded bullies need some big time medical attention." Ben said.

"Why do you care?" Moka asked.

"Well there not totally bad there just jerks who where swayed by that Phanto guy." Ben explained "In my books there just idiots who need to be taught a good lesson."

"Good point." Cyborg said.

Ben then noticed Yukari coming up behind Raven. "This is going to take some explaining." he sighed.

* * *

Later after dropping off the Class Rep and his cronies at the infirmary Ben sat down near a tree with Yukari and all the others.

"So you're an alien?" Yukari asked as she was putting all of it together.

"Well some times." Ben said, "See I can become any sentient creature in the cosmos but the Ultimatrix that controls my transformation limits my to a time period and, also a default form." he explained.

"So your watch the Ultimatrix short for Ultimate Omnitrix allows you to become any and all sentient life forms in the universe but it has a time limit for said forms and you have to return to a default form so as to recharge your Ultimatrix in order to use it again." she said reading off a note pad she used to take note's on Ben's explanation.

"Yup and as long as I have it I can literally walk a mile in there shoes, some can finish it faster than others but yeah." he chuckled. "It also acts as a storage unit for alien DNA like a Noah's Arc so I can revive an alien species if they go extinct."

"Wow that's incredible such a thing is a flag ship for peace in a way." she said.

"Sort of." Ben sighed.

"What's wrong?"

"A lot of people see the Ultimatrix as a weapon of mass destruction that can be used to conquer the universe." Ben explained. "But it's like it's creator Azmuth said he didn't make a weapon all of them did he made the ultimate tool to understand any life form in the universe." he explained. "And well as of late some of it's upgrades like Ultimate mode make it more weapon like but hey even an Arc needs a defense system."

"I see." she said as she wrote all that down. "So then now the big question what are you really?"

"If you really want to know I'm human most of the time." Ben joked. "But I don't really care what some one is; a person will always be them selves it's the actions they take that determines who they are."

"I see." she said. "So you're a human born and raised?"

"Yup born and raised." he followed. "Now you see why I didn't want to tell you before I wanted you to be comfortable around me and I figured if you knew I was human you'd fell weird around me." he said, at that she then ran up and hugged him.

"I don't care." she cried into his shoulder. "You may be human but your different you came to help me for no reason so for that that proves you're a good person."

"Ah man this is heart warming…" Cyborg said as tears started to flow from his eyes in streams. He then started blubbering.

"Ah there there Cy." Kurumu said as she patted him on the shoulder.

"I know but it's just so sweet." he kept crying.

"Haha." Ben laughed, as he and the others shared a small laugh at all this.

* * *

Mean while inside a room full of darkness and shadows. Phanto was brought into a room by several Zombie minions.

"You failed me Phanto." a deep rhapsody voice said. "I'm sorry to say you have out lived your usefulness." he said as his bony hand and claws taped on his arm rest.

"I'm sorry…" he coughed up.

"There is no room for failure." he said, he the motioned over to the figure to the right. Said figure then moved forward with glowing purple eyes. His hand then had electricity crackle around it. The next thing that could be heard was the pained scream from Phanto. His fate uncertain.

"Get this trash out of my sight." he said as the fallen form of Phanto was dragged away totally limp and lifeless.

Victor!" he shouted to the figure revealing a an alien with gray skin he was tall and had a metal plate on his head, his eyes where a mix of red and purple. He had metal hands and two Tesla-coils sticking out of his back.

"Yes Milord?" he asked as he got down on one knee.

"I entrust you to take care of the rest use what ever means necessary."

"Yes I will destroy the nuisance that pledged us six years ago, known as Ben Tennyson." he said, he then stood up. As two more figures stood next to him.

* * *

It was a couple of days since the incident with Yukari and the Lizardmen. Presently, Moka, Kurumu, Starfire, and Ben were all carrying boxes to their classroom for Miss Nekonome. Apparently there getting a new teacher who transferred from over seas.

"So Yukari is getting along with her class now?" asked Ben curiously. "No more pranks and such?"

"Yes," Kurumu nodded happily. "She apologized for pulling so many pranks on her classmates and she's been doing better."

"That's good," Ben nodded. "At least she won't be bullied anymore. We probably took care of that."

"How wonderful now friend Yukari can be happy here." Starfire said.

"Hmm, I'm glad too." Moka smiled. "Some one like her deserves a chance to make friends."

"Moka, Ben!" a young voice called in a sing-song tone.

"Huh?" Both vampire and human turned to see who was calling for them. To their surprise, Yukari was skipping

towards them before she pressed herself between them. Not to far behind Raven was following.

"Hi!" the tiny witch smiled. "How are my two favorite people in the world and future lovers?"

"WHAT!" Ben, Moka, and Kurumu exclaimed, dumfounded by Yukari's proclamation.

"Well," Yukari admitted shyly. "Ever since I saw you both in action, I just couldn't bear to be away from you both. In other words, I'M SO IN LOVE WITH BOTH OF YOU!"

"Now hold on a second!" Moka gaped. "How…how can you be in love with both of us?"

"Love knows no bounds!" Yukari announced. "We're all meant to be! It's fate!"

"That seems to be her catchphrase doesn't it?" Raven asked dryly.

"I had no idea earth allowed Polygamy?" Starfire asked confused, but also worried.

"Aaaahh!" Moka gulped. She didn't know what to say in this situation. Yukari seemed downright determined to keeping a relationship with her and Ben. How an eleven-year old wanted a three-way relationship was beyond her.

It seemed like another day at Youkai Academy.

"No way Ben belongs to me not either of you two!" Kurumu shrieked as she took Ben by his arm.

"Get over your self Boobzilla." Yukari said as she took the other arm.

"Ben's mine!" Kurumu said as she pulled.

"No he's mine and Moka's!" Yukari said as she pulled as well.

"AH!" Ben said as he was a human tug-a-war rope again. "That hurts ya know!"

"No Ben is mine!" Moka said as she latched onto Ben and bit him. "CHU!"

"AHHHH!" he screamed comically.

* * *

And so ends another Ch next time Some one is back from the past and he is out to drain the power of the people in Ben's new life, Next time Darkness Of the new Star. I made an improvement to the Ultimatrix mark II which acts like when the Prototype Omnitrix upgraded in Alien Force. This makes it more custom to Ben and lets him use some more interesting features, it's pretty much a mix of the Complete Omnitrix and the Ultimatrix original. And it has a few extra features to the Ultimate function.


	7. Darkness Of The New Star

Here is a new Fic called Ben10+VampirexTitans and as it says its a three way cross now its Ben10 meets Rosario+Vampire, meets Teen Titans. So Disclaimer all three shows belong not to me but there respective owners.

* * *

It was late at night and a figure could be seen walking in through the tunnel of Yokai academy, he was tall and slender and wore a black outfit with several latches on his boots as well as his chest, he had a short cape draped over his shoulders, he also had a metal helmet over his head. He was limping out of the tunnel.

"Tennyson…" he moaned as he made his way towards the school. He fell near a bush as several boys from Yokai academy walked by.

"Hey someone's in the bushes." one of the three boys said, he then ran over to see what was wrong with him. "Are you alright?" he asked.

"Ah…" he groaned as he tried to push him self up.

"Here let me help." he said, as he put his hand on his shoulder. The man then put his hand on his, then dark energy came from his hand and the young man started to feel drained as the other started to feel better.

"Yes…" he said as he got up he then put his hand on his head as more dark energy drained the young man. "YES!" he shouted as the young man dried up, he soon fell to the ground his skin gray and his body skeleton thin. "Ah that filled the spot." he said,

"What did you do to him?" one of the boys asked.

"Oh he'll just feel a little drained why don't you join him my fellow monsters?" he asked darkly. He then fired two dark beams at the young men and drained them of there energy as well. "Yes!" he cheered as he siphoned there power into him self. "This energy it's like I've stumbled on to a all you can eat buffet!" he said as he stopped firing the dark beams at them and they also fell over in a drained state like there friend. "And that was only the appetizers soon I will have all the energy of Tennyson and his friends!" he said, "Soon." he then walked away as he left the drained boys thee to die of energy loss.

* * *

Ben was in his room tossing and turning in his bed, he then shot up covered in cold sweat. "Ah!" he shouted. He then took a look around his room, and when he saw it empty as usual he breathed a sigh of relief. "Oh man what a dream." he sighed, he then got out of bed and made his way to his sink with a glass of water. He then filled it up and gulped it down. He then wiped the sweat off his brow.

"Still that was too real." he said to him self. "I think this place is starting to get to me." he said he then looked down at the Ultimatrix. "Well mom always did say that dreams normally meant something, no dream meant nothing." he remembered, "But then again my folks are so weird I look normal by comparison." he laughed to him self. He then sat in bed and since he couldn't get to sleep again, he took out his laptop and, brought up a video game file. He then put on a head set, and logged into his game.

Ben was still an avid Video game lover, and his favorite that came out not to long ago is a game called 'Conqueror of All Worlds. He liked the game a lot, and had some online friends, his avatar's name was Omegatrix, and he was your normal warrior class with a Skull Cracker. Which was just an over-sized bat that could smash his enemies to bits. He was also friends with a group of players who called themselves Never Fail. Ben played for a while until he felt like going back to sleep. He then noticed the Ultimatrix beeping in one beep successions, he learned that this meant he had a message in there, or a call coming in.

"Huh?" he asked as he popped up the face plate and activated the communicator system.

"Is this thing working?" Kevin's voice asked.

"I don't know does it look like I know how to call the Ultimatrix?" Gwen's voices asked sarcastically.

"Hey I was just curious." he retorted.

"Is there a point to all this or are you two just having another couples quarrel?" Ben joked.

"Ben!" Gwen said.

"Yes it be me so what's with calling me in the middle of the night?" he asked.

"Right I forgot to put in the time difference" Kevin said from the other end.

"Sorry Ben." Gwen apologized.

"It's okay I just woke up and spent some just playing games." he said back to them.

"I knew it I knew you where logged on to Conqueror Of All Worlds." Kevin said, "I was just about to log on too."

"Well I'm about to head back to sleep this important?" Ben asked with a yawn.

"We just wanted to check up on you Grandpa has told us about your new assignment and some things from your holo-letters." Gwen said.

"Yeah well I got quite the case out here, and truth be told I think I might stay up here even after I'm done I like it." he explained.

"You do?" Gwen asked.

"Of course he's like your Grandpa he likes hanging out with aliens and monsters more at least with them he knows where they stand." Kevin said. "Tell me I'm not wrong."

"No your not wrong, Kevin and I do like it out here, monsters at least they know what it's like to well not fit in." he sighed.

"I guess you have a point, ever since your secret got out you have been a bit alienated." Gen said,

"It probably doesn't help you turn into aliens." Kevin joked, Ben could hear an audible smack in the from the transmission. "Ow!" he cried.

"Cut it out Kevin," Gwen said. "Ben is there something else?" she asked.

"Like what?" he asked back confused.

"She's referring to the pick of you making out with the alien girl that attacked Bellwood while we where gone." Kevin clarified.

"Oh Starfire." he said, "No it's not what you think, you see her kind can mimic languages through tactile touch, in other words kissing." he clarified.

"Ah-huh?" Gwen asked.

"Is she a Tamaranean?" Kevin asked.

"Yeah." Ben said.

"Yup that is true they do that I should know I met one a while back, her name was Komi or something." Kevin said. "What?" he asked.

"I don't even want to know." Gwen said, "So that answers that, so are you two friends now?" Gwen asked.

"Yeah," Ben sighed.

"Are you okay?" Kevin asked.

"Yeah it's just I had some bad dreams lately." he said.

"What about?"

"Just some things from my past that left a mental scar." he said.

"Hey Ben I just got an alert turns out that Darkstar has been sighted near you neck of the woods." Kevin said.

"Wait so Darkstar is here in Japan?" Ben asked.

"Yeah, he must have heard of you being out there." Gwen said. "And figured we would be there too." she said worried.

"Should we come out to help you?" Kevin asked.

"I think me and my new team can handle it, I just have to fill them in." Ben said. "I have some new forms that could teach him a lesson plus I can just go Ultimate Heatblast and burn him up." Ben joked.

"Ultimate Heatblast?" Kevin asked.

"Yeah Azmuth gave me an upgrade to the Ultimatrix." Ben said.

"No way?" Kevin asked.

"Yes way."

"Okay we get it you got in good after Diagon was defeated, and now he upgraded the Ultimatrix." Gwen said,

"Actually the Ultimatrix Mark II." Ben said, "It's a new model that is a mix of the full Omnitrix and with the unique traits of the Ultimatrix." Ben said.

"Wow you must have gotten in really good." Kevin said.

"Yeah well I should get some sleep night or what ever it is for you guys." he said as he deactivated the Ultimatrix and fell back in his bed as he fell asleep with one loud snore.

* * *

The next Morning since they had no school Ben spent it going through some files pertaining to Darkstar since there last confrontation. Since Charmcaster kicked him out of Ledger Domain he had been off the grid for quite some time, how he fed was a mystery but if he was here at Yokai academy he had plenty of students with demonic energy to feed off of. If he hasn't already Ben needed to find him fast. "Where are you Michel?" he asked as he went over his files. He figured it would take a lot to feed off for him to put up a major threat but he will still be hard to defeat any one with power is his target and here everyone has plenty power to steal.

Somewhere on the School Darkstar walked towards a building, "I think I should find a snack in there." he said. He then walked up and kicked the door in.

He then found a group of boy's "So even in the Yokai world I find pathetic creatures like you." he said darkly at the three young men, "Well then as Japanese customs go, my name is Michel Morrningstar, but others call me Darkstar." he said with a slight bow. "And I'm here to steal your power." he said manically. He then looked them over and saw the three. One was a very chubby youth the other was a pale skinned tall guy with glasses that looked like your stereotypical nerd, the third seemed normal he was a young man with blonde hair.

"Wait what are…" one asked by this point Darkstar fired his dark beams at them and hit all of them, making them all fall to there knees.

"Ah what pathetic power." Darkstar scoffed as he stopped. "Your not even worth feeding on." he said, he then looked at the strange pictures lying around. "And clearly you're the worse thing I have fed on since mutts in the gutters." he scoffed he then sat down in a chair and looked at them.

"What do you want from us?" the normal looking one said.

"I wanted your power but your energy tastes like crap!" he scolded as he broke the table next to him with his hand. "So I will give you an option help me find someone to feed on that will give me all the sweet power I need." he said, "And in return I will help you." he said. "Your wish is my command." he joked with a fake laugh.

"So anything?" the chubby one asked.

"That is what I said." he said as he glared at him, "You just need to help me get some food, and by food I want the most powerful person here that you can think of."

The three then looked at each other and back at Darkstar "We know some one he is making a name for him self as one of the strongest here in school." the nerdy one said.

"And who pray tell is that?"

"Ben Tennyson." they all said, this caught his attention.

"Tennyson!" he shouted as he stood up, "No I will make him suffer, are his friends with him?" he asked.

"Yes he has several one is a large African American man." one said,

"African American, he must have a new group of friends here with him." he guessed. "Then I will drain all the strongest of this school, and make my name in this place, as lord Darkstar!" he said. "And you three can be my lackeys."

"Yes Darkstar-sama." they all bowed from fear.

"I already have a plan for revenge so tell me what you want." he ordered.

"We want these girls to be ours." they said showing him the pictures, of Moka, Kurumu and Yukari.

"I see are these girls possibly close to Tennyson?" he asked.

"Yes he is leading them all on what a play boy." The normal looking one said.

"Ah young Ben has grown up since last we met." Darkstar mused, "At first I thought of him as annoying little brother, but now he is the greatest thorn in my side."

"So will you do this for us and we will help you with everything, Darkstar-sama." the nerdy one said.

"Very well I require a distraction and then I will give you what you want merely keep him from learning about the plan as best you can, you don't even need to fight him just distract him at the set time I tell you too." he said.

"Yes Darkstar-sama!" they all said.

"We start first thing Monday morning, in the mean time get me a snack to keep my appetite up I feel snackish." he said darkly.

* * *

The next morning Ben was walking to school after spending his whole day of looking around the school for Darkstar. He looked tired from running and flying around the school grounds to look for even a hint of his presence but he was practically not even there, maybe he never even came to Yokai academy.

"You! Ben Tennyson!" a voice shouted from behind.

Ben blinked and turned around to see who was talking to him. Who he found were three fellow students. One was tall with glasses, the second looked completely average, and the third was short and pudgy.

"Uh…can I help you dude's?" Ben asked.

"You! Our eternal rival!" Glasses shouted, pointing at Ben.

"We'll never forgive you!" cried Pudgy.

"Today is the day we declare war on YOU Ben Tennyson!" Average finished.

"Huh?" Ben blinked. "What are you talking about? Eternal rival? Declaring war? What did I do this time?"

"You don't know?" cried Average. "We'll tell you then!"

"You're bothering our goddesses! That's what you're doing!" growled Pudgy.

"We cannot tolerate this!" roared Glasses.

"Make sense!" Ben snapped, getting annoyed with the weirdness that the three students were showing off. He should've gotten used to this by now. Youkai Academy was a weird place after all. The trio then tossed off their jackets to reveal hideous pink coats that made Ben gawk at them. They had probably heard it all.

Average sang, "L.O.V.E. CUTE Mokyuu-san!"

Pudgy continued, "We won't lose to the likes of you," before singing, "Kurumu, love, love, lovely, Kurumu."

Glasses sang, "C.U.T.E. Yukarin! Moe, moe, huu huu!"

"Mokyuu, Kurumu and Yukarin?" Ben blinked. "Wait a sec, you don't mean…"

"That's right!" Average announced, "I am the leader of the Moka Akashiya-sama Fan Club, Kouzou Kasahara!"

"Furthermore," Pudgy continued, "I'm the leader of the Kurumu Kurono Fan Club, Gouzaburou Taira!"

"And I'm the leader of the Yukari Sendo Fan Club, Kubisaku Naga!"

"TOGETHER WE ARE THE LOVE-LOVE ALLIANCE!"

Ben gaped as wind blew by. People were staring too. Ben said, "OK, I'm gonna be late for class. See you guys…never. Hopefully…"

"Don't think you'll escape us that easily!" Naga shouted, raising a megaphone. "You are our sworn enemy!"

"Our vengeance will be painful and swift!" Taira added, raising his own megaphone. "You won't know what hit you!"

"Prepare yourself, Tennyson!" Kasahara finished, raising his megaphone and completing the trio.

"You've gotta be kidding me," Ben frowned as he reached for the Ultimatrix. "I don't need this first thing in the morning."

"LOVE-LOVE ALLIANCE!" Kasahara shouted loudly. "CHAAAAAARGE!"

"I'm not in the moos for this today." Ben said he then side stepped as they charged and let them all move right past him.

"Your to slow." he sighed. He then stuck his arm out as he stepped over to the side again and ended up giving Naga a close line, that made him fall back. He then tossed his bag up as Taira caught it he but had to balance on one foot when he over stepped. Ben then tipped him over onto Naga as Ben took his bag back. He then looked at Kasahara who only complied and fell over.

"To easy." Ben said as he walked towards the school building.

"Darkstar-sama will be mad when he finds out we just let him leave." they all moaned.

* * *

Meanwhile Cyborg was walking towards school he was alone on the road. "Man I got to fix my clock I'm gonna be late." he complained as he ran.

"Oh not such a good thing for an A student." a voice said. Cyborg turned around to see Darkstar, he knew it was him because Ben showed him a picture of what he normally looked like and history of him.

"Well well Michel Morningstar." he said. "Or is it Darkstar?"

"So Ben has told you about me, well I may not know a lot about you but you seem like you could fill me up." he said. Cyborg then took off his mask as he glared at Darkstar.

"Come one!" Cyborg tempted he then charged at him and delivered a punch for his head. But Darkstar jumped out of the way as he punched the tree.

"Boo!" he said as he made a dark energy construct from his hands that looked like a giant hand, he then smacked it into Cyborg and sent him flying back. Cyborg got up shaking the stars out of his eyes but was shocked to see Darkstar right above him. "Good night Cyborg." he snickered he then fired a black blast of energy at him that knocked him out cold. Cyborg was then dragged off.

* * *

In class Ben was looking uneasy as he looked around for Cyborg. "Huh Cy is never late for class." he said to him self. He also figured he should tell the others about this.

Later during lunch Ben was talking to the others about what happened in the club room. They where all there minus Cyborg and Gin was at his computer again.

"Love-Love Alliance?" they all asked in unison.

"Yup fan boys of Moka, Yukari, and Kurumu." Ben said.

"Huh just a bunch of freshmen who are attaching them selves to stronger or idolized students here at the school." Gin scoffed from his desk. "Just ignore them for the most part after they get a good beating they'll learn to leave ya alone now that they know they can't really on you to save em."

"You act like you know?" Raven asked.

"Simple I knew tons of them I was the one who put them in there place." he grinned.

"I saw that coming." Kurumu said.

"Not important so have any of you seen anything weird?" Ben asked.

"I think I recognized one of those guys you described. The pudgy one." Kurumu said as she thought about it.

"From where?" Ben asked.

"He's been stalking me…" Kurumu shivered.

* * *

(~Flashback~)

_Kurumu was walking down the hallway towards the cafeteria. She wanted to get there so she could meet Ben and hopefully snag him. He was one tough cookie but she would wear him down eventually, especially with the baked treats that she had made the previous night. She couldn't fail!_

_As she was walking, she felt like someone was watching her. Turning around to check, she spotted a pudgy guy leaning against the wall in a standard 'bishonen' pose that one would see out of anime or manga. Sadly, it didn't really work for him all that well._

_Shivering, Kurumu ignored the odd boy and continued on her way. She had more important things to do after all. Things like giving Ben her cookies and making sure she would be the one in his heart! These cookies were going to be the first step towards victory!_

_Feeling like she was being watched again, Kurumu turned around. She saw the same pudgy guy from before leaning against a different wall in a different pose. Now feeling extremely disturbed, Kurumu made tracks at a quicker pace. Of all the times to gain a stalker._

_Her day didn't get much easier either. She was stretching out for gym class and going through the motions of making sure her body wouldn't cramp up on her. Bending over, she looked at some bushes that were behind her and her eyes widened in shock. That guy was back again! We was still in one of those poses too!_

'_He's still hanging around?' Kurumu cried in her thoughts._

_The final straw came when the busty succubus came out of the girls' washroom. Coming out into the open air, she gaped when she spotted the stalker from before hanging out in front of the washroom. He was still in his poses too!_

"_Would you just go away?" Kurumu shrieked as she ran to lose the weird student._

(~End Flashback~)

* * *

"Now that is creepy." Everyone said in unison.

"These guys are like even more of losers then Gin." Ben said,

"Hey I heard that!" he shouted madly.

"You should have told one of the teachers or something?" Ben asked with some concern. "I mean, this is something serious. Stalkers can get pretty dangerous if you don't do anything about them. It's the same principal with Paparazzi."

"Ah! You care about me! I knew you did!" Kurumu gigged while hugging Ben's arm. "My knight in shining armor!"

"I was once." he joked, "Man that was cool the one time I beat a super villain with out using an alien."

"Hey!" Yukari cried. "I had to deal with a stalker too!"

"WHAT?" the older students cried worried for the young witch.

* * *

(~Flashback~)

"_Oof, heavy," Yukari huffed. She was bringing a pile of items to class that day. She decided to try it without magic. Her parents always taught her that magic wasn't always the answer. Hard work sometimes was more effective than the most powerful magic._

_KA-CHAK!_

"_Huh?" the tiny witch blinked. She turned around to see what the noise was. She found a skinny guy with glasses holding a camera up to his face in her direction. He also seemed to be in a daze of some kind too._

"_Hey!" Yukari cried loudly. "What do you think you're taking pictures of?"_

"_Huh?" the student blinked, coming to reality. "Oh! I'm taking pictures of the ever-changing school! Its part of my duty as a member of the photography club!"_

_He proved his statement by taking shots of everything in the vicinity. Despite his cover-up, Yukari had a hard time believing it. Still, she just sighed and continued taking her stuff back to class._

(~End Flashback~)

* * *

"These guys are just wired." Gin said everyone just gave him a glare. "Hey I peeked I didn't care who as long as they where hot and or cute." he defended. "I didn't stalk a specific girl all the time."

"Even so these three are a danger we must try to stop them." Starfire said.

"I think maybe Gin has a point somewhere in everything he said." Ben said, "So we'll take care of it come on pouch." Ben joked as he dragged Gin with him "time to go hunting boy." he joked again.

"Woof. Woof." he said as he was dragged along.

* * *

Later that day Raven was walking back to the dorm. She then felt someone coming up behind her. "Who's there?" she asked.

"Ah clever Raven." Darkstar said, "I knew you where one of the more aware members of young Ben's new team." he said.

"Darkstar!" she hissed she then fired a blast of dark energy at him but he jumped over it. He then came in with a punch from above he planned to smash her head with, but she just jumped back.

"Impressive." he said, he then covered his hands in his own dark energy. "But try this!" he said as he fired a blast at her. Raven blocked it with a shield of energy. "Oh your strong Raven but how long can you keep it up?" he asked as he moved closer putting more energy into the beam. He then put up his second hand and fired another beam from it. Raven's shield then started to crack. He then made the beam split and branch into several the beams then moved around her shield and then curved and hit her in the back. The blast made her drop to her knees as Darkstar drained her energy.

"Your energy is quite delectable." Darkstar said as Raven was on the ground as he kept draining her energy. "It's so dark!" he said. Then after a second Raven passed out. "One more down and four to go." he said as he carried her off.

* * *

Later that night Darkstar was sitting in a throne like chair his back facing the Love-Love Alliance he had his helmet set aside and in his hand could be seen a glass of what looked like wine.

"Now who says where too young." he joked as he put his helmet back on.

"Darkstar-sama, what do we do with these two?" Kasahara asked carefully, as he pointed to Cyborg and Raven who where chained and put in an antigravity chamber that was glowing bright blue.

"We leave them." he said. "Now just stall Tennyson a little longer tomorrow and I will get all the others." he said. "And then I'll move on to take all the strongest here at this school." he said "Then I will have an all you can eat Buffet on my hands." he said. He then looked at the Love-Love Alliance "And you three will get the girls you desire." he scoffed not caring much.

* * *

The next morning Ben was walking to school when he felt three stooges following close behind. "You three can come out now." he said.

"So you know we where there?" Naga asked.

"Easy you make to much noise when walking." he said. He then walked past the school gate. "Where in school no transforming." he said.

"We don't need to we can beat you." Taira said. They then all charged, but Ben only stepped to the side and stuck his foot out to the side making them all trip.

"Better luck next time." Ben sighed as he walked in.

* * *

Meanwhile as Yukari was leaving her dorm Darkstar was hiding behind a tree. "I fell almost bad about this… almost." he joked to him self. As Yukari was in sight he fired a small blast form his hand at the young witch knocking her out instantly. "Ah so young yet full of so much raw power it's almost not fair." he mused to him self he then walked up to pick her up until he heard.

"Hey what are you doing?" He then turned around to See Kurumu.

"Ah you must be the voluptuous Kurumu." he said. "I have heard about you, I hear you know your way around a fight let's see?" he said he then fired a blast of dark energy at her but she jumped up and flew over head. "Ah a flyer this could make is much more difficult." he said, he tried to fire again but she was already gone. Kurumu then grew her claws and cut the trees around Darkstar making them all fall on top of him.

Kurumu then landed down to check on Yukari. "Yukari are you all right?" she asked as she shook to little witch to wake up.

"Clever and not bad." Darkstar said as he tossed the trees off of him. "But I've seen better." he said as he cracked his neck. He the tossed one of the trees at Kurumu, but she cut it before it got close. She then saw as Darkstar come in with a punch she ducked under it and delivered a kick to his sterna that sent him skidding back as he stopped he then doubled over.

"Huh how was that?" she mocked.

"Stupid." he said, making her look at him in shock he then got up and fired his blast of power draining dark energy. This time it hit and made Kurumu double over and fall down to her knees. "Not bad but my skills are vastly superior to your." he gloated. He then stopped after Kurumu was out cold as well. He then carried the two off.

* * *

Ben had spent the whole day escaping or tricking the Love-Love alliance it was easy he just ran stopped at a turn hide behind a corner and waited for them to pass and walked back the other way. Or he would walk in a door wait for them to go in and then walk back out. Or the ever so famous wait for them to charge while you stand in front of the stairs and then side step and let them all tumble down.

Ben was now walking along the woods so as to get away from them, hoping he lost them.

"Ben Tennyson!" a voice cried.

"Damn," Ben sighed. He turned around and unsurprisingly found the fanboys again.

"We have been chasing you all day!" Kasahara shouted. "Now there is no place left for you to run!"

"If was foolish to be here out in the open!" Taira added. "Here we can do anything we want!"

"So prepare yourself for utter defeat!" cried Naga.

Kasahara placed an umbrella over his head and immediately a single eye appeared along with a mouth and hanging tongue.

Taira opened up his shirt and his face lost all its facial features, leaving it blank. His fat belly was also hanging out.

Naga's neck stretched long and was triple the height of his body.

"What the heck are you guys?" Ben asked confused and slightly disturbed.

"We know, we are low class monsters," cried Kasahara.

"That's why we are looked down upon by other Yokai." cried Taira.

"But we can take it because we have our idols!" cried Naga as well.

"Funny I think it might have been your weird personalities." Ben joked under his breath.

"But first, we must free our idols from you!" the three shouted in unison before charging. Ben instantly activated the Ultimatrix and pressed down on it.

In a flash of light Ben's body changed as his muscles grew out under his skin, his bones expanded as his body grew. He then reformed into his transformation.

"Rath!" he shouted, "Oh man I wanted Fasttrack stupid watch." he said as he looked at the badge on his chest. "Lemme Tell Ya Somthin Ultimatrix Rath is getting tired of you not giving me what I want." He then looked as the Love-Love Alliance charged at him. He then jumped and kicked Kasahara making him flip in the air he then used him as a bat to send Taira flying back into Naga. Rath then tossed Kasahara into the air he then jumped up and preformed a drop kick that sent him flying into the rest of his friends like a missile.

As the three got up they saw the mad Appoplexian come at them he then stabbed his claw into the ground he sent a shock wave that made them all fall back down, Rath then jumped up and brought his two hands down like a club on Nga and Taira smashing them into the ground. He then gabbed Kasahara and used him like a bat as he set Naga, and Taira in position. He swung and sent them all flying.

"Home run!" Rath cheered he then tossed Kasahara away. As the three got up, he only snickered.

"I think we got in over our heads." Kasahara said.

"Maybe we should do that." Naga suggested.

"Yes we must to stall him long enough for Darkstar-sama to finish his plan." Taira said.

Rath's ears picked up what he said. "Darkstar!" he said, "You guys are with Darkstar, he's one of my worst enemies." Rath said. "Lemme Tell Ya Somthin Love-Love Alliance! No one but no one works with Darkstar to hurt my friends and gets away with it now Rath is going to make pudgy eat long neck while he beats you with umbrella face." he said. He then pounced on them as all with a savage roar, after that all that could be heard was there pained screams.

* * *

Moka and Starfire where in the club room with Gin when all of a sudden Rath burst in.

"Guy's trouble big! Bad! Now!" he said in a panic. The moment Gin saw him he freaked out and hid behind his desk.

"What are you doing Tennyson?" he asked.

"Not not peeping-wolf." he said, "Listen to this Darkstar is here and he was using those three stalkers to get rid of me." he said. "He ha kidnapped all the others and has them at his secret base somewhere on this school right now!"

"and where is the hide out?" Moka asked.

Rath was about to say something but he realized something. "I never asked them." he said as his ears flopped down.

"It's okay Ben." Starfire said, "You had more pressing things at the time, we can just track them."

"Thanks Star." he said. He then tapped the Ultimatrix and flashed back to normal. "Any one know how to track?" all there eyes then went to Gin.

"What?" he asked.

"Gin Sniff out the others." Ben said.

"Why I'm a wolf not a bloodhound." he complained.

"Just look for Kurumu." Ben said.

"Oh okay." he said he then got down on the ground and started to sniff while his wolf tail grew out. "This way!" he said, "I can smell a cute girl within miles of my direction." the group then followed post haste.

* * *

Meanwhile in Darkstar's lair the Love-Love Alliance had returned beaten up.

"We failed you and now Tennyson knows of our plan." Kasahara said.

"I see." he sighed, "Then you have failed me." he said, he the turned around and fired his beam on them "Then as a down payment you will give me every last once of your pitiful power as an appetizer." he said as he drained them all to the point there bodies seemed to begin to shrivel.

"You coward!" Cyborg said from the antigravity cage he and the others where locked in. "Why don't you come up here and fight me face to face, Frankenface." he taunted.

"Sticks and stones Cyborg, sticks and stones." he said. He then stopped and aimed his blast at them. "I will take in as much as I can so that I can fight off Ben when he gets here." he said, he then increased the pressure of his blast making them all scream in pain.

* * *

Meanwhile Ben and the others where running in the woods to keep up with Gin. "Gin wait." Ben said,

"Come on just transform and keep up." he suggested.

"Alright I know." he then selected the form he wanted.

He slammed the dial on a skinny lizard alien, his veins grew thou out his body as his muscles thinned out along with his bones. He grew a tail and wheels on his feet. Scales covered his skin in black and blue color.

Ben was now a velociraptor like alien with blue skin and black stripes all over his tail, he had a skin tight body suit that was mainly black and white in the center of his chest, he had a black helmet around his face that pointed back like a streamline helmet. He had black lines around his green eyes his hands where a set of three scissor like claws and his feet had sphere like wheels in them.

"XLR8!" he called as a mask covered his face, it was black and had a glowing blue X in the center.

* * *

XLR8 is a Kineceleran from the planet Kinet. XLR8 has the ability to manipulate friction to reach speeds of 300 mph in an instant, and the same power allows him to climb up walls and run on water with relative ease. Using his speed, XLR8 can perform a number of unique feats, like create tornadoes through centrifugal force, either through running in a small circle or spinning; and can deliver speed-enhanced attacks in fast succession. Amazing reflexes accompany this speed, allowing XLR8 to quickly dodge attacks. XLR8 can also move so fast that time seems to stand still. It is also know that magnets can disrupt his powers.

* * *

"Ooh!" the girls said.

"Come on let's go." he said. "Gin speed there I'll keep up." he said. He then picked up Moka and carried her with him as Starfire flew behind them. They all then ran off at super speeds to where Gin could sniff out the others.

* * *

Darkstar was till feeding of the others. "Ah such raw power." he sighed as he took in more to fill his glutinous appetite for power. "I wonder how long until I drain you dry and leave nothing but husks."

"Wait you said," Naga said from the floor.

"Yeah I lied," he said, "I never intended to give you what you wanted I was going to keep the girls as my little play things." he laughed, "But now that I know the power they have it all belongs to me." he said.

"Funny I thought you still had thing for my cousin." they heard, Darkstar then stopped as everyone looked up to see XLR8 standing at the door.

"Ah Benjamin long time no see." Darkstar mocked. "Come to join the pot luck?" he asked, he then fired his beam at where the Kineceleran was standing but he had already moved out of the way and behind Darkstar. "What!" he asked as he had a clawed hand scrape against his helmet.

"Peek-a-boo!" he said he then sped out of sight again as Darkstar was hit from every direction by his attacks. XLR8 then came up and delivered a barrage of hits to his face and then spun around as he delivered a reverse round house slamming his wheel against his helmet making him fly back.

"Your fast for sure but that's all you have; your strength leaves much to be desired." he said, he then made another dark energy fist to smash XLR8 but he was already gone. He was then beaten by another barrage of hits from ever direction. He then received a barge of punches to his chest followed by several fast punches to his head. He was then kicked up side the head and skidded back. "You little!" he shouted he then fired several beams that branched out and made more beams. XLR8 ran and dodged them all as he kept firing them at him. "Just stand still!" he commanded.

"Yeah like that'll happen!" he hissed as he ran circles around Darkstar. He then ran up the wall and jumped off and came in with a punch at high speeds that sent Darkstar skidding back.

"I got you know!" he said, he then punched him square in the face followed by several more. He then covered his hand in dark energy and grabbed him by his neck, and lifted him up. "Now your power is mine Tennyson!" he shouted as he started to drain the alien of his strength. XLR8 tried to struggle free but the energy drain was to much as all of his strength was being sucked out. "Any smart remarks now Tennyson?" he asked as he brought his masked face up to his.

"One…" he groaned. "Cy!" he shouted, Darkstar was then blasted by Cyborg's sonic cannon. He was sent tumbling across the ground. XLR8 fell down to the ground as he changed back to Ben in a flash of green light.

"Impossible how did you get free!" he asked as he got up.

"Simple I got one thing you don't Michel Friends." Ben quipped.

"While you two where fighting Gin and Moka where able to shut down the cage, and Starfire was able to get us out of the chains." Raven said.

"You should really pay closer attention to your surroundings." Moka joked.

"Impossible!" he shouted only I know the code to shut off the cage.

"But we helped you set it up so we knew the code as well." Kasahara said, as Gin helped him up.

"You little bastard!" he shouted as he fired a dark beam at them, but it was blocked by a black shield of energy. "RAGH!" he roared angrily he then shot several more shots at them.

"Guys scatter!" Ben ordered. He then rolled out of the way as he selected an alien to use. "Spidermonkey!" he cackled in his high-pitched voice. He looked the same for the most part except he now had two green sashes that seemed to be perforated by black lines on his chest that crossed in an X shape with the Ultimatrix in the middle and the rings on his tail looked more like a very dark gray.

"Ooh Monkey!" Yukari cooed at the form. She knew now wasn't the time but the form looked like an adorable monkey.

"Rah!" Darkstar shouted as he fired a blast at the Arachnichimp but he already jumped up into the air. He then came in with a flying side kick that hit Darkstar with enough force to send him flying back.

"Goal!" he shouted as he banged his chest.

"Tennyson!" Darkstar shouted.

"Gonna have to call that one fan interference." he deadpanned as he got ready to fight again. As Darkstar came close he fired a strand of webbing from his tail the stuck to his chest, Spidermonkey then used this to swing him around and into a wall.

Darkstar then got up and pulled the Webbing bringing Spidermonkey closer to him.

"WOW!" he shouted as he was slammed against the wall himself.

"Your starting to get annoying Ben!" he shouted he then fired a beam at him but Spidermonkey rolled out of the way as he kept firing more at him. Spidermonkey then stopped on his stomach and fired a glob of webbing at Darkstar's helmet making it hard to see through the eyes holes.

"And your blind!" he retorted. "Guys now!" he shouted.

"With pleasure!" Cyborg said he then came in and punched him upside the head several times before he opened up his sonic canon and fired it point blank in his chest.

As Darkstar was flying back his legs where then covered in black energy and he was lifted up and slammed around like a rag doll. He was then tossed as Kurumu delivered a kick to his gut that sent him down and tumbling across the ground. As he got up he was pelted by Star bolts from Starfire making mini explosions with each one. As the smoke cleared a sink then fell on his head, after that a bucket covered his head as a dust pan started to smack the side making it shake. After he took the bucket off several wash tubs and frying pans fell on him.

"Enough!" he shouted as he bust them all off. "You think that will stop me I have drained your powers you have nothing to use against me."

"Well then I guess I'll just have to go ultimate!" Spidermonkey said. He then twisted the Ultimatrix making the face pop out. He then slammed it back in sending the evolution wave through his body. As it did the sashes around his chest withdrew into the Ultimatrix. His body was then replaced by his new form he no longer looked like a monkey but a large hulking purple Gorilla with black fur on his whole body but his chest fingers and face. His extra arms and tail where now gone but he had four spider legs growing out of his sides about where his ribs would be. He also had an extra set of eyes. He then pounded his chest as he shouted his name.

"**Ultimate Spidermonkey!**" he roared he then charged in on his spider legs and slammed one of them into Darkstar and sent him flying back. As he landed Ultimate Spidermonkey came in with a punch that sent him tumbling back across the floor as his helmet rolled off.

"You think that will stop me?" he asked as he got up, "Nothing can stop me I'm invincible!"

"Oh will you just be quite and cover up that ugly mug you call a face!" he shouted his jaw then opened up as he fired a large stream of webbing that covered Darkstar's entire face. As he tried to take it off his hands quickly got stuck to it as well. "Much better!" Ultimate Spidermonkey sighed, he then jumped up and brought both his fist down like clubs that hit the ground in front of Darkstar and sent him flying back into a wall. "Now!" he ordered to the others.

"Well alright!" Cyborg shouted he then fired his Sonic cannon while Raven and Star each shot energy blasts at him there attacks hit with an explosive out come. As Darkstar was on the ground groaning in pain the next thing he heard was this.

"Nighty-night!" he then saw Ultimate Spidermonkey come down with a hammer drop that slammed him even further into the ground. He was then picked up and punched in the face chest and gut several times before he was blasted into the wall with a large blast off webbing that covered him in a large cocoon of webbing.

"So what do we do with him?" Raven asked.

"I'll go back to my room and get something that will drop him off in the Null void." he said.

"Null void?" Kurumu asked.

"It's a prison but unlike any other prison it's an entire dimension where the worst of the worst get dropped off, and it's full of monsters from all over then universe." he explained. "Not a fun place to go." he said.

"wow so an entire dimension where they put alien criminals sounds kind of cool." Gin said.

"Well it looks cool but it's full of danger and monsters that protect it, so if your stuck in there then good luck getting out without a portal generator."

"Wow so have you been in there." Yukari asked.

"Several times but only to get the bad guys in and get out alive." he said. He then double flashed back to human form and this time his eyes glowed again but only for a brief second longer.

"So what about the three stooges?" Raven asked as they all stared at the Love-Love alliance.

"Don't worry there harmless." Ben assured.

* * *

So after locking Darkstar up in the null void, and making sure the Love-Love Alliance wouldn't squeal them out with some incentive from Rath, Ben could finally go through the day normally. He was in class waiting for the new Science teacher to arrive.

"Good morning class I'm your new science teacher Prof. Victor I come from the United states it is a pleasure to meet all of you." he greeted. He was a tall thick build Caucasian man with pale skin, and black hair. He had a slouch he had black eyes with his left looking a bit squinty. He wore a white lab coat over a brown shirt with a pair of slacks and brown loafers. He also had a black love over one of his hands.

"Well he looks like a normal teacher but something about him seems familiar." Ben whispered.

"Mr. Tennyson do you have something to tell the class?" he asked.

"Ah no, I just realized I forgot my homework." he laughed awkwardly.

"Oh well then do be more responsible." he said as he turned back to the chalk board.

"Yeah…" Ben said. _"Wow sharp hearing." _he said in is mind. _"But still he seems so familiar where have I met this guy before he reminds me of something, maybe is saw him one time during the summer I got the Omnitrix. Oh well better get to work." _He figured he then started to take notes like the others. He then felt like he was being watched again, he looked around and saw everyone scrambling to take the notes that where being put on the board. He then looked out the window and saw nothing so he just shrugged off his suspicion and turned back to the bored. '

Little did he know was a head of purple hair stuck out of the bushes, and seed to be staring intently at him.

"Jiiii…"

* * *

And so goes another Ch, this is just a filler Ch with Darkstar tossed in here, I will bring him back only stronger latter on. And we see more of Zs'Skayr's, plan and next time we will have one cold time, join us next time on Cold's Season.


End file.
